Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | On March 26, 2024, the Delaware corporation formerly known as “AgeX Therapeutics, Inc.” completed our previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023 (the “Merger Agreement”), by and among AgeX Therapeutics, Inc., a Delaware corporation (“AgeX”), Canaria Transaction Corporation, an Alabama corporation and a wholly owned subsidiary of AgeX (“Merger Sub”), and Serina Therapeutics, Inc., an Alabama corporation (“Legacy Serina”), pursuant to which Merger Sub merged with and into Legacy Serina, with Legacy Serina surviving the merger as a wholly owned subsidiary of AgeX (the “Merger”). Additionally, on March 26, 2024, AgeX changed our name from “AgeX Therapeutics, Inc.” to “Serina Therapeutics, Inc.” (the “Company,” the “Combined Company,” “we,” “us,” or “our”). |
Entity Registrant Name | SERINA 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 | 601 Genome Way |
Entity Address, Address Line Two | Suite 2001 |
Entity Address, City or Town | Huntsville |
Entity Address, State or Province | AL |
Entity Address, Postal Zip Code | 35806 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 601 Genome Way |
Entity Address, Address Line Two | Suite 2001 |
Entity Address, City or Town | Huntsville |
Entity Address, State or Province | AL |
Entity Address, Postal Zip Code | 35806 |
City Area Code | (256) |
Local Phone Number | 327-9630 |
Contact Personnel Name | Steven Ledger |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 8,706,000 | $ 7,619,000 | $ 532,229 |
Accounts and grants receivable, net | 65,000 | ||
Prepaid expenses and other current assets | 166,000 | ||
Prepaid expenses | 16,346 | ||
Total current assets | 8,937,000 | 7,619,000 | 548,575 |
Restricted cash | 50,000 | ||
Intangible assets, net | 574,000 | ||
Property and equipment, net | 564,000 | 573,321 | 91,569 |
Right of use assets - operating leases | 627,000 | 666,000 | 84,752 |
Right of use assets - finance leases | 104,000 | 110,000 | 133,146 |
TOTAL ASSETS | 10,856,000 | 8,968,000 | 858,042 |
Current liabilities: | |||
Loans due to Juvenescence, net of debt issuance costs, current portion | 9,746,000 | ||
Accounts payable | 2,605,000 | 580,000 | 143,337 |
Credit card payable | 5,520 | ||
Accrued interest | 1,297,000 | 570,000 | |
Payroll liabilities | 6,925 | ||
Contract liabilities | 153,500 | ||
Current portion of operating lease liabilities | 207,000 | 213,526 | 80,696 |
Current portion of finance lease liabilities | 24,000 | 36,344 | 47,708 |
Total current liabilities | 14,059,000 | 1,413,000 | 437,686 |
Loans due to Juvenescence, net of debt issuance costs, net of current portion | 693,000 | ||
Warrant liability | 1,076,766 | ||
Convertible promissory notes, at fair value | 2,983,000 | 1,617,000 | |
Operating lease liabilities, net of current portion | 413,000 | 461,000 | 26,283 |
Finance lease liabilities, net of current portion | 1,000 | 36,968 | |
TOTAL LIABILITIES | 15,165,000 | 4,858,000 | 3,194,703 |
Commitments and contingencies (Note 10) | |||
Redeemable Convertible Preferred Stock: | |||
Temporary stock, stated value | 36,404,000 | 35,441,500 | |
Stockholders’ equity/(deficit): | |||
Preferred stock value | |||
Common stock, $0.0001 par value, 200,000 shares authorized, 1,079 shares issued and outstanding | 1,000 | 25,000 | 22,185 |
Additional paid-in capital | 1,125,000 | 858,000 | 646,136 |
Accumulated deficit | (5,435,000) | (33,177,000) | (38,446,482) |
Total AgeX Therapeutics, Inc. stockholders’ equity/(deficit) | (4,309,000) | (32,294,000) | (37,778,161) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY/(DEFICIT) | 10,856,000 | 8,968,000 | 858,042 |
Accounts payable and accrued liabilities | 4,013,000 | 1,163,000 | |
Agex Therapeutics Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents | 345,000 | 645,000 | |
Accounts and grants receivable, net | 57,000 | 4,000 | |
Prepaid expenses and other current assets | 352,000 | 1,804,000 | |
Total current assets | 754,000 | 2,453,000 | |
Restricted cash | 50,000 | 50,000 | |
Intangible assets, net | 607,000 | 738,000 | |
Convertible note receivable | 10,554,000 | ||
TOTAL ASSETS | 11,965,000 | 3,241,000 | |
Current liabilities: | |||
Loans due to Juvenescence, net of debt issuance costs, current portion | 3,672,000 | 7,646,000 | |
Warrant liability | 180,000 | ||
Insurance premium liability and other current liabilities | 1,077,000 | ||
Total current liabilities | 5,914,000 | 10,078,000 | |
Loans due to Juvenescence, net of debt issuance costs, net of current portion | 693,000 | 10,478,000 | |
TOTAL LIABILITIES | 6,607,000 | 20,556,000 | |
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 | 136,482,000 | 98,998,000 | |
Accumulated deficit | (131,013,000) | (116,210,000) | |
Total AgeX Therapeutics, Inc. stockholders’ equity/(deficit) | 5,469,000 | (17,212,000) | |
Noncontrolling interest | (111,000) | (103,000) | |
Total stockholders’ equity/(deficit) | 5,358,000 | (17,315,000) | |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY/(DEFICIT) | 11,965,000 | 3,241,000 | |
Accounts payable and accrued liabilities | 2,176,000 | 1,034,000 | |
Redeemable Convertible Preferred Stock [Member] | |||
Redeemable Convertible Preferred Stock: | |||
Temporary stock, stated value | 36,404,000 | ||
Series A Preferred Stock [Member] | Agex Therapeutics Inc [Member] | |||
Stockholders’ equity/(deficit): | |||
Preferred stock value | |||
Series B Preferred Stock [Member] | Agex Therapeutics Inc [Member] | |||
Stockholders’ equity/(deficit): | |||
Preferred stock value | |||
Related Party [Member] | |||
Current liabilities: | |||
Related party payables, net | 66,000 | ||
Related Party [Member] | Agex Therapeutics Inc [Member] | |||
Current liabilities: | |||
Related party payables, net | 66,000 | $ 141,000 | |
Nonrelated Party [Member] | |||
Current liabilities: | |||
Related party payables, net | $ 3,000 | ||
Revision of Prior Period, Adjustment [Member] | |||
Current assets: | |||
Cash and cash equivalents | 7,618,405 | ||
Prepaid expenses | |||
Total current assets | 7,618,405 | ||
Property and equipment, net | 573,321 | ||
Right of use assets - operating leases | 666,088 | ||
Right of use assets - finance leases | 109,798 | ||
TOTAL ASSETS | 8,967,612 | ||
Current liabilities: | |||
Accounts payable | 579,534 | ||
Credit card payable | 11,935 | ||
Accrued interest | 558,082 | ||
Payroll liabilities | 13,138 | ||
Contract liabilities | |||
Current portion of operating lease liabilities | 213,526 | ||
Current portion of finance lease liabilities | 36,344 | ||
Total current liabilities | 1,412,559 | ||
Warrant liability | |||
Convertible promissory notes, at fair value | 2,983,400 | ||
Operating lease liabilities, net of current portion | 460,636 | ||
Finance lease liabilities, net of current portion | 624 | ||
TOTAL LIABILITIES | 4,857,219 | ||
Commitments and contingencies (Note 10) | |||
Redeemable Convertible Preferred Stock: | |||
Temporary stock, stated value | 36,404,084 | ||
Stockholders’ equity/(deficit): | |||
Preferred stock value | |||
Common stock, $0.0001 par value, 200,000 shares authorized, 1,079 shares issued and outstanding | 24,674 | ||
Additional paid-in capital | 858,263 | ||
Accumulated deficit | (33,176,628) | ||
Total AgeX Therapeutics, Inc. stockholders’ equity/(deficit) | (32,293,691) | ||
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY/(DEFICIT) | 8,967,612 | ||
Revision of Prior Period, Adjustment [Member] | Related Party [Member] | |||
Current liabilities: | |||
Related party payables, net |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Temporary stock, par value | |||
Temporary stock, shares authorized | 4,918,000 | 5,035,210 | 5,040,274 |
Temporary stock, shares issued | 3,520,128 | 3,402,225 | |
Temporary stock, shares outstanding | 3,520,128 | 3,402,225 | |
Common stock, par value | $ 0.0001 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 40,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 8,414,000 | 2,467,434 | 2,218,500 |
Common stock, shares outstanding | 8,413,889 | 2,467,434 | 2,218,500 |
Preferred stock, stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Agex Therapeutics Inc [Member] | |||
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 | |
Preferred stock, stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Revision of Prior Period, Adjustment [Member] | |||
Common stock, shares authorized | 40,000,000 | 40,000,000 | |
Common stock, shares issued | 2,410,000 | ||
Common stock, shares outstanding | 2,410,255 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Temporary stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Temporary stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Temporary stock, shares issued | 3,520,128 | 3,402,225 | |
Temporary stock, shares outstanding | 3,520,128 | 3,402,225 | |
Preferred stock, stated value per share | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Redeemable Convertible Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Temporary stock, shares issued | 3,438,000 | ||
Temporary stock, shares outstanding | 3,438,000 | ||
Series A Preferred Stock [Member] | |||
Temporary stock, par value | $ 5.12 | $ 5 | $ 5 |
Temporary stock, shares authorized | 391,000 | 400,000 | 400,000 |
Temporary stock, shares issued | 400,000 | 400,000 | |
Temporary stock, shares outstanding | 400,000 | 400,000 | |
Series A Preferred Stock [Member] | Agex Therapeutics Inc [Member] | |||
Preferred stock, stated value per share | $ 100 | $ 100 | |
Preferred stock, shares issued | 212,000 | ||
Preferred stock, shares outstanding | 212,000 | ||
Preferred stock, no par value | $ 0 | $ 0 | |
Series B Preferred Stock [Member] | Agex Therapeutics Inc [Member] | |||
Preferred stock, stated value per share | $ 100 | $ 100 | |
Preferred stock, shares issued | 148,000 | ||
Preferred stock, shares outstanding | 148,000 | ||
Preferred stock, no par value | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUES | ||||
Total revenues | $ 5,000 | $ 30,000 | $ 3,153,500 | $ 591,500 |
OPERATING EXPENSES | ||||
Research and development | 1,106,000 | 399,000 | 2,387,270 | 1,573,085 |
General and administrative | 1,220,000 | 593,000 | 3,893,881 | 1,288,783 |
Total operating expenses | 2,326,000 | 992,000 | 6,281,151 | 2,861,868 |
Loss from operations | (2,321,000) | (962,000) | (3,127,651) | (2,270,368) |
OTHER EXPENSE, NET | ||||
Loss on equity securities, net | (7,585) | |||
Interest expense, net | (99,000) | (86,000) | (558,082) | (15,878) |
Interest and dividend income | 283,160 | 1,757 | ||
Fair value inception adjustment on convertible promissory note | 2,240,000 | 2,240,000 | (179,000) | |
Change in fair value of convertible promissory notes | (7,017,000) | 294,000 | 5,355,661 | (88,000) |
Change in fair value of warrants | 172,000 | 1,076,766 | (124,118) | |
Other income, net | 1,084 | |||
Total other expense, net | (7,116,000) | 2,620,000 | 8,397,505 | (411,740) |
NET LOSS ATTRIBUTABLE TO AGEX | $ (9,437,000) | $ 1,658,000 | $ 5,269,854 | $ (2,682,108) |
NET LOSS PER COMMON SHARE: | ||||
BASIC | $ (3.38) | $ 0.77 | $ 2.30 | $ (1.25) |
DILUTED | $ (3.38) | $ 0.20 | $ 1.46 | $ (1.25) |
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||
BASIC | 2,790,000 | 2,167,000 | 2,288,377 | 2,145,002 |
DILUTED | 2,790,000 | 8,569,000 | 4,005,072 | 2,145,002 |
Agex Therapeutics Inc [Member] | ||||
REVENUES | ||||
Total revenues | $ 142,000 | $ 34,000 | ||
Cost of sales | (40,000) | (13,000) | ||
Gross profit | 102,000 | 21,000 | ||
OPERATING EXPENSES | ||||
Research and development | 734,000 | 1,025,000 | ||
General and administrative | 9,328,000 | 5,971,000 | ||
Total operating expenses | 10,062,000 | 6,996,000 | ||
Gain on disposition of fixed assets | 73,000 | |||
Loss from operations | (9,887,000) | (6,975,000) | ||
OTHER EXPENSE, NET | ||||
Interest expense, net | (4,900,000) | (3,335,000) | ||
Change in fair value of warrants | (35,000) | (225,000) | ||
Other income, net | 11,000 | 13,000 | ||
Total other expense, net | (4,924,000) | (3,547,000) | ||
NET LOSS | (14,811,000) | (10,522,000) | ||
Net loss attributable to noncontrolling interest | 8,000 | 60,000 | ||
NET LOSS ATTRIBUTABLE TO AGEX | $ (14,803,000) | $ (10,462,000) | ||
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 | ||
Contract Revenue [Member] | ||||
REVENUES | ||||
Total revenues | $ 3,000,000 | $ 500,000 | ||
Grant Revenue [Member] | ||||
REVENUES | ||||
Total revenues | 153,500 | 91,500 | ||
Other Revenues [Member] | ||||
REVENUES | ||||
Total revenues | ||||
Other Revenues [Member] | Agex Therapeutics Inc [Member] | ||||
REVENUES | ||||
Total revenues | 65,000 | 34,000 | ||
Grant Revenues [Member] | ||||
REVENUES | ||||
Total revenues | $ 5,000 | $ 30,000 | ||
Grant Revenues [Member] | Agex Therapeutics Inc [Member] | ||||
REVENUES | ||||
Total revenues | $ 77,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Redeemable Convertible Preferred Stock Series A [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock Series A One [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock Series A Two [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock Series A Three [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock Series A Four [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock Series A Five [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] Redeemable Preferred Stock [Member] | Preferred Stock [Member] Redeemable Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Agex Therapeutics Inc [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Agex Therapeutics Inc [Member] | Common Stock [Member] | Common Stock [Member] Agex Therapeutics Inc [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Agex Therapeutics Inc [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member] | Retained Earnings [Member] Agex Therapeutics Inc [Member] | Retained Earnings [Member] Revision of Prior Period, Adjustment [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member] Agex Therapeutics Inc [Member] | Noncontrolling Interest [Member] Revision of Prior Period, Adjustment [Member] | Total | Agex Therapeutics Inc [Member] | Revision of Prior Period, Adjustment [Member] |
Balance at Dec. 31, 2021 | $ 2,000,000 | $ 1,998,000 | $ 11,085,291 | $ 6,240,000 | $ 9,346,961 | $ 4,771,248 | $ 35,441,500 | $ 21,448 | $ 635,341 | $ (35,764,374) | $ (35,107,585) | |||||||||||||||
Balance, shares at Dec. 31, 2021 | 400,000 | 300,000 | 1,117,013 | 499,200 | 718,997 | 367,015 | 3,402,225 | 2,144,800 | 1,079 | |||||||||||||||||
Balance at Dec. 31, 2021 | $ 93,916,000 | $ (105,748,000) | $ (43,000) | $ (11,875,000) | ||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 737 | 3,685 | $ 4,422 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 73,700 | 73,700 | ||||||||||||||||||||||||
Stock based compensation | 7,110 | $ 7,110 | ||||||||||||||||||||||||
Net income (loss) | (2,682,108) | (2,682,108) | (10,462,000) | |||||||||||||||||||||||
Stock-based compensation | 760,000 | 760,000 | ||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (4,000) | (4,000) | ||||||||||||||||||||||||
Issuance of warrants | 178,000 | 178,000 | ||||||||||||||||||||||||
Fair value of liability classified warrants issued | 4,148,000 | 4,148,000 | ||||||||||||||||||||||||
Net loss | (10,462,000) | (60,000) | (10,522,000) | |||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 2,000,000 | $ 1,998,000 | $ 11,085,291 | $ 6,240,000 | $ 9,346,961 | $ 4,771,248 | $ 35,441,500 | $ 35,442,000 | $ 22,185 | 646,136 | (38,446,482) | (37,778,161) | (17,212,000) | |||||||||||||
Balance, shares at Dec. 31, 2022 | 400,000 | 300,000 | 1,117,013 | 499,200 | 718,997 | 367,015 | 3,402,225 | 3,323,000 | 2,218,500 | 1,079 | 2,167,000 | |||||||||||||||
Balance at Dec. 31, 2022 | 98,998,000 | (116,210,000) | (103,000) | (17,315,000) | ||||||||||||||||||||||
Net income (loss) | 1,658,000 | 1,658,000 | ||||||||||||||||||||||||
Stock-based compensation | 2,000 | 2,000 | ||||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 35,442,000 | $ 22,000 | 648,000 | (36,788,000) | (36,118,000) | |||||||||||||||||||||
Balance, shares at Mar. 31, 2023 | 3,323,000 | 2,167,000 | ||||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 2,000,000 | $ 1,998,000 | $ 11,085,291 | $ 6,240,000 | $ 9,346,961 | $ 4,771,248 | $ 35,441,500 | $ 35,442,000 | $ 22,185 | 646,136 | (38,446,482) | (37,778,161) | (17,212,000) | |||||||||||||
Balance, shares at Dec. 31, 2022 | 400,000 | 300,000 | 1,117,013 | 499,200 | 718,997 | 367,015 | 3,402,225 | 3,323,000 | 2,218,500 | 1,079 | 2,167,000 | |||||||||||||||
Balance at Dec. 31, 2022 | 98,998,000 | (116,210,000) | (103,000) | (17,315,000) | ||||||||||||||||||||||
Issuance of common stock upon conversion of AgeX-Serina Note | $ 962,584 | $ 962,584 | 175,355 | 175,355 | ||||||||||||||||||||||
Issuance of common stock upon conversion of note, shares | 117,903 | 117,903 | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 2,489 | 12,447 | $ 14,936 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 248,934 | 248,934 | ||||||||||||||||||||||||
Stock based compensation | 24,325 | $ 24,325 | ||||||||||||||||||||||||
Net income (loss) | 5,269,854 | 5,269,854 | (14,803,000) | $ 5,269,854 | ||||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 35,958,000 | 35,958,000 | ||||||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 212 | 148 | ||||||||||||||||||||||||
Stock-based compensation | 648,000 | 648,000 | ||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (1,000) | (1,000) | ||||||||||||||||||||||||
Fair value of liability classified warrants issued | 879,000 | 879,000 | ||||||||||||||||||||||||
Net loss | (14,803,000) | (8,000) | (14,811,000) | |||||||||||||||||||||||
Balance at Dec. 31, 2023 | $ 2,000,000 | $ 1,998,000 | $ 11,085,291 | $ 6,240,000 | $ 9,346,961 | $ 5,733,832 | $ 36,404,084 | $ 36,404,000 | $ 24,674 | $ 858,263 | $ (33,176,628) | (32,294,000) | 5,469,000 | (32,293,691) | ||||||||||||
Balance, shares at Dec. 31, 2023 | 400,000 | 300,000 | 1,117,013 | 499,200 | 718,997 | 484,918 | 3,520,128 | 3,438,000 | 212 | 148 | 2,467,434 | 1,079 | 2,410,000 | |||||||||||||
Balance at Dec. 31, 2023 | $ 136,482,000 | $ (131,013,000) | $ (111,000) | $ 5,358,000 | ||||||||||||||||||||||
Issuance of common stock upon conversion of AgeX-Serina Note | $ 6,000 | 10,715,000 | 10,721,000 | |||||||||||||||||||||||
Issuance of common stock upon conversion of note, shares | 616,000 | |||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 1,000 | 3,000 | 4,000 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 64,000 | |||||||||||||||||||||||||
Net income (loss) | (9,437,000) | (9,437,000) | (9,437,000) | |||||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | (36,404,000) | 35,000 | 36,369,000 | 36,404,000 | ||||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | (3,438,000) | 3,438,000 | ||||||||||||||||||||||||
Cancellation of common stock upon consummation of Merger on March 26, 2024 | (67,000) | (47,833,000) | 37,179,000 | (10,721,000) | ||||||||||||||||||||||
Cancellation of common stock upon consummation of Merger, shares | (6,528,000) | |||||||||||||||||||||||||
Merger and issuance of common stock to Legacy Serina shareholders upon consummation of Merger on March 26, 2024 | 1,000 | 960,000 | 961,000 | |||||||||||||||||||||||
Merger and issuance of common stock to Legacy Serina shareholders upon consummation of Merger, shares | 8,414,000 | |||||||||||||||||||||||||
Stock-based compensation | $ 53,000 | $ 53,000 | ||||||||||||||||||||||||
Balance at Mar. 31, 2024 | $ 1,000 | $ 1,125,000 | $ (5,435,000) | $ (4,309,000) | ||||||||||||||||||||||
Balance, shares at Mar. 31, 2024 | 8,414,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||||
Net loss attributable to AgeX | $ (9,437,000) | $ 1,658,000 | $ 5,269,854 | $ (2,682,108) |
Adjustments to reconcile net loss attributable to AgeX to net cash used in operating activities: | ||||
Depreciation and amortization | 25,000 | 13,000 | 61,272 | |
Amortization of intangible assets | 2,000 | |||
Amortization of debt issuance costs | 22,000 | |||
Loss on disposal of property and equipment | 3,083 | |||
Stock-based compensation | 53,000 | 2,000 | 7,110 | |
Loss on equity securities, net | 7,585 | |||
Reinvested interest and dividend income | (1,757) | |||
Change in fair value of warrants | (172,000) | (1,076,766) | 124,118 | |
Non-cash lease expense | 150,012 | |||
Fair value inception adjustment on convertible promissory note | (2,240,000) | (2,240,000) | 179,000 | |
Change in fair value of convertible promissory notes | 7,017,000 | (294,000) | 88,000 | |
Changes in operating assets and liabilities: | ||||
Interest on convertible note receivable | 163,000 | 86,000 | ||
Accounts payable and accrued liabilities | 644,000 | 235,000 | ||
Other current liabilities | 3,000 | |||
Accounts receivable | 1,109 | |||
Prepaid expenses and other current assets | (57,000) | 1,000 | 1,507 | |
Accounts payable | (2,131) | |||
Credit card payable | 1,213 | |||
Accrued interest | ||||
Payroll liabilities | (2,973) | |||
Operating lease liabilities | (55,000) | (44,000) | (164,164) | |
Contract liabilities | 153,500 | |||
Net cash used in operating activities | (1,577,000) | (709,000) | (2,477,037) | (2,075,624) |
INVESTING ACTIVITIES: | ||||
Proceeds from the sale of investments | 990,619 | |||
Purchase of equipment | (14,000) | (9,682) | ||
Net cash used in investing activities | (14,000) | 980,937 | ||
FINANCING ACTIVITIES: | ||||
Proceeds from the issuance of convertible promissory notes | 10,100,000 | 5,000,000 | ||
Repayment of convertible promissory note | (3,650,000) | |||
Proceeds from common stock issued | 4,422 | |||
Proceeds from the exercise of stock options | 4,000 | |||
Principal repayments on finance lease liabilities | (13,000) | (11,000) | (42,352) | |
Draw down on loan facilities from Juvenescence | 2,400,000 | |||
Net cash provided by financing activities | 2,728,000 | 10,089,000 | 1,312,070 | |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 1,137,000 | 9,380,000 | 217,383 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||
At beginning of the year | 7,619,000 | 532,229 | 532,229 | 314,846 |
At end of the year | 8,756,000 | 9,912,000 | 7,619,000 | 532,229 |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES: | ||||
Cash paid during the year for interest | 1,000 | 15,878 | ||
Right of use asset acquired in exchange for finance lease liabilities | 497,000 | |||
Acquisition of right of use assets in exchange for operating lease liabilities | 754,960 | |||
Conversion of convertible promissory notes and warrants issued | ||||
Issuance of common stock upon vesting of restricted stock units (Note 8) | 36,404,000 | |||
Non-cash lease expense | 45,000 | 46,000 | ||
Cash and restricted cash acquired in connection with the Merger | 337,000 | |||
Issuance of common stock upon conversion of AgeX-Serina Note | 10,721,000 | |||
Merger and issuance of common stock upon consummation of Merger on March 26, 2024 | 961,000 | |||
Agex Therapeutics Inc [Member] | ||||
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: | ||||
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 | |||
Change in fair value of warrants | 35,000 | 225,000 | ||
Changes in operating assets and liabilities: | ||||
Accounts and grants receivable | (53,000) | 21,000 | ||
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) | ||
Prepaid expenses and other current assets | 1,092,000 | 896,000 | ||
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 | 395,000 | 695,000 | 695,000 | 634,000 |
At end of the year | 395,000 | 695,000 | ||
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES: | ||||
Cash paid during the year for interest | 27,000 | 14,000 | ||
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 | |||
Revision of Prior Period, Adjustment [Member] | ||||
OPERATING ACTIVITIES: | ||||
Net loss attributable to AgeX | (9,437,000) | 5,269,854 | ||
Adjustments to reconcile net loss attributable to AgeX to net cash used in operating activities: | ||||
Depreciation and amortization | 88,747 | |||
Loss on disposal of property and equipment | 839 | |||
Stock-based compensation | 24,325 | |||
Loss on equity securities, net | ||||
Reinvested interest and dividend income | ||||
Change in fair value of warrants | (1,076,766) | |||
Non-cash lease expense | 173,624 | |||
Fair value inception adjustment on convertible promissory note | (2,240,000) | |||
Change in fair value of convertible promissory notes | (5,355,661) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | ||||
Prepaid expenses and other current assets | 16,346 | |||
Accounts payable | 392,222 | |||
Credit card payable | 6,415 | |||
Accrued interest | 558,082 | |||
Payroll liabilities | 6,213 | |||
Operating lease liabilities | (187,777) | |||
Contract liabilities | (153,500) | |||
Net cash used in operating activities | (2,477,037) | |||
INVESTING ACTIVITIES: | ||||
Proceeds from the sale of investments | ||||
Purchase of equipment | (504,015) | |||
Net cash used in investing activities | (504,015) | |||
FINANCING ACTIVITIES: | ||||
Proceeds from the issuance of convertible promissory notes | 10,100,000 | |||
Repayment of convertible promissory note | ||||
Proceeds from common stock issued | ||||
Proceeds from the exercise of stock options | 14,936 | |||
Principal repayments on finance lease liabilities | (47,708) | |||
Net cash provided by financing activities | 10,067,228 | |||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 7,086,176 | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||
At beginning of the year | $ 7,618,405 | $ 532,229 | 532,229 | |
At end of the year | 7,618,405 | $ 532,229 | ||
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES: | ||||
Cash paid during the year for interest | ||||
Right of use asset acquired in exchange for finance lease liabilities | 43,975 | |||
Acquisition of right of use assets in exchange for operating lease liabilities | 754,960 | |||
Conversion of convertible promissory notes and warrants issued | $ 1,137,939 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements and related notes for the years ended December 31, 2023 and 2022 attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on April 1, 2024 . The accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. For consolidated entities where the Company has less than 100% of ownership, the Company records net loss attributable to noncontrolling interest on the consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. The noncontrolling interest is reflected as a separate element of stockholders’ equity (deficit) on the Company’s consolidated balance sheets. Any material intercompany transactions and balances have been eliminated upon consolidation. The Company 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 the Company’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, the Company considers whether it must consolidate the VIE or provide additional disclosures regarding its involvement with the VIE. If the Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. For entities the Company holds as an equity investment that are not consolidated under the VIE model, the Company 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. The Company has five subsidiaries: Legacy Serina and UniverXome, which are wholly-owned subsidiaries, and ReCyte Therapeutics, Inc. (“ReCyte”), Reverse Bioengineering, Inc. (“Reverse Bio”), and NeuroAirmid Therapeutics, Inc. (“NeuroAirmid”). Following the Merger, the Company is primarily focused on developing Legacy Serina’s product candidates which are described elsewhere in this Report. Prior to the Merger, on March 26, 2024, pursuant the Merger Agreement, the Company contributed all of its stock in Reverse Bio and ReCyte, along with substantially all of the assets (other than the stock of NeuroAirmid) of the Company to UniverXome. In exchange for the contribution of those assets, UniverXome assumed certain liabilities, including all of the Company’s indebtedness to Juvenescence. UniverXome owns 94.8% of the outstanding capital stock of ReCyte. ReCyte owns certain pre-clinical research and development assets involving stem cell-derived endothelial and cardiovascular related progenitor cells for the treatment of vascular disorders and ischemic conditions. The Company owns 100% of the outstanding capital of Reverse Bio through UniverXome. Reverse Bio owns assets involved in partial cellular reprogramming using its iTR™ technology with the intent to revert aged or diseased cells to a healthy and functional state. NeuroAirmid is jointly owned by the Company and certain researchers from the University of California and was organized to pursue certain cell therapies, focusing initially on Huntington’s Disease. The Company owns 50% of the outstanding capital stock of NeuroAirmid. The Company consolidates NeuroAirmid despite not having majority ownership interest as it has the ability to influence decision making and financial results through contractual rights and obligations as per Accounting Standards Codification (“ASC”) 810, Consolidation Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (ii) the reported amounts of revenues and expenses during the reporting period, in each case with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, determining the fair value of the Company’s embedded derivatives in the convertible notes payable and receivable, and assumptions used to value stock-based awards or other equity instruments and liability classified warrants. Actual results could differ materially from those estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash equivalents. The Company maintains its cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions and may at times hold investments at Securities Investor Protection Corporation (“SIPC”) insured broker-dealers. At times, the balances in these accounts may be in excess of FDIC and SIPC insured limits. At March 31, 2024 and December 31, 2023, cash and cash equivalents deposits in excess of FDIC limits were approximately $ 2.6 million and $ 0 respectively, and investments and deposits in excess of SIPC limits were $ 5.4 and $ 7.3 million, respectively. For the periods ended March 31, 2024 and 2023, 100% of the Company’s revenue for the periods presented are related to a single grant from U.S. Government agency. See Note 4, Grant Revenues, Product candidates developed by the Company and its subsidiaries will require approvals or clearances from the United States Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that any of the product candidates being developed or planned to be developed by the Company or its subsidiaries will receive any of the required approvals or clearances. If regulatory approval or clearance were to be denied or any such approval or clearance was to be delayed, it would have a material adverse impact on the Company. Fair value measurements of financial instruments The Company has adopted ASC Topic 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. Accounting for warrants The Company 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 Fair Value Measurements Redeemable convertible preferred stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. As of December 31, 2023, the Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. The redeemable preferred stock were converted to common stock on March 26, 2024 upon consummation of the Merger. Cash, cash equivalents, and restricted cash In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash March 31, 2024 December 31, 2023 Cash and cash equivalents $ 8,706 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,756 $ 7,619 (1) Restricted cash entirely represents the deposit required to maintain the Company’s corporate credit card program. Property and equipment, net Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 - 10 years. Leases The Company 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. Under the available practical expedients, and as applicable, the Company accounts for the lease and non-lease components as a single lease component. The Company recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet. ROU assets represent an entity’s right to use an underlying asset during the lease term and lease liabilities represent an entity’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease agreement does not provide an implicit rate in the contract, the lessee 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. For such purposes, the lease term applied may include options to extend or terminate the lease when it is reasonably certain that the Company or a subsidiary will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not capitalize leases that have terms of twelve months or less. The Company entered into five long-term, non-cancelable operating leases, of which four are related to laboratory and office facilities located in Huntsville, Alabama and one for a laboratory equipment. The leases expire on various dates from September 2024 through January 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company also leases two pieces of equipment for various terms under long-term, non-cancelable finance lease agreements which expire in September 2024 and February 2025. The Company has elected to combine lease and non lease components as a single component. As required under ASC 842, operating leases are recognized on the consolidated balance sheet as ROU lease assets, current lease liabilities, and non-current lease liabilities. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. Intangible assets, net Intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) with alternative future use and patents, is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 years. See Note 3, Selected Balance Sheet Components Impairment of long-lived assets The Company 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. The Company’s long-lived assets consists entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. There has been no impairment of long-lived assets for the accounting periods presented. Revenue recognition The Company 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, the Company 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. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. The Company applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Grant revenues – Research and Development Arrangements. In applying the provisions of Topic 606, the Company 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. The Company 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. License revenues - The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. However, if a contract has multiple distinct performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and, if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights, and does not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Research and development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. Research and development expenses incurred and reimbursed by grants from third parties or governmental agencies, if any and as applicable, approximate the respective revenues recognized in the condensed consolidated statements of operations. General and administrative General and administrative expenses consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel, and professional and consulting fees. Income taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. Basic and diluted net earnings (loss) per share attributable to common stockholders Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. Reclassifications Certain reclassifications have been made to the prior period condensed consolidated interim financial statements to conform to current year presentation of the Accounts payable and accrued liabilities Recently adopted accounting pronouncements In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Recently Issued Accounting Pronouncements Not Yet Adopted In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (ASU 2024-02). ASU 2024-02 removes various references to the FASB’s Concepts Statements from the FASB’s Accounting Standards Codification (Codification or GAAP). The Concepts Statements are non-authoritative guidance issued by the FASB that provide the objectives, qualitative characteristics and other concepts that govern the development of accounting principles by the FASB. The ASU indicates that the goal of the amendments is to simplify the Codification and distinguish between nonauthoritative and authoritative guidance (since, unlike the Codification, the concepts statements are nonauthoritative). This ASU is effective for the Company beginning January 1, 2025 and is not expected to have a material impact on the condensed consolidated interim financial statements. | Note 1 - Summary of Significant Accounting Policies Nature of Business Serina Therapeutics, Inc. (the “Company” or “Serina”) is a privately-held clinical-stage biotechnology company developing a pipeline of wholly owned drug product candidates to treat neurological diseases and pain. Serina’s POZ drug delivery technology is designed to enable certain existing drugs and novel drug candidates to be modified in a way that may provide an increase in efficacy and safety of the resulting polymeric drug conjugate. Serina’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). Serina’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. Serina is headquartered in Huntsville, Alabama. Basis of Accounting The accompanying financial statements reflect the operations of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Plan of Merger As described in Note 17, on August 29, 2023, the Company entered into the Agreement and Plan of Merger and Reorganization with AgeX Therapeutics, Inc. and Canaria Transaction Corporation (the “Plan of Merger”). Pursuant to the Plan of Merger, AgeX Therapeutics, Inc. will merge with and into the Company, Canaria Transaction Corporation will cease to exists, and the Company will become a direct, wholly owned subsidiary of AgeX Therapeutics, Inc. (“AgeX”). Subject to the Plan of Merger, at the effective time of the Merger, AgeX will issue shares of its common stock to the Company’s former shareholders, representing approximately 75 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Liquidity The Company recognized net income of approximately $ 5,300,000 2,400,000 The Company had cash on hand of approximately $ 6,900,000 10,100,000 3,000,000 15 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company largely relies on raising capital from equity investors for funding its operations. Some funding is obtained through licensing agreements or other arrangements with commercial entities. As a result of recurring losses from operations and recurring negative cash flows from operations, there is substantial doubt regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively. If sufficient capital is not available, the Company would be required to delay, limit, reduce, or terminate its product development or future commercialization efforts or grant rights to develop and market therapeutic candidates to other entities. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Cash and Cash Equivalents Cash and cash equivalents includes funds held in readily available checking and money market type accounts. Contract Liabilities Contract liabilities include billings in excess of revenue recognized. Contract liabilities are classified as current based on the Company’s contract operating cycle and reported on a contract-by-contract basis, net of revenue recognized, at the end of each reporting period. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 10 Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. No Revenue Recognition The Company recognizes revenue under a grant contract with a commercial entity under federal funding in accordance with ASC 606, Revenue from Contracts with Customers. Under the commercial grant, the Company received substantially all funding upon award of the grant, and recognizes revenue as eligible expenses under the grant are incurred. The Company has concluded that it is a principal in the grant contract and, accordingly, recognizes revenue in the gross amount of consideration to which it is entitled from the agency in exchange for the services provided. The Company also recognizes revenue under licensing agreements with commercial entities in accordance with ASC 606, Revenue from Contracts with Customers. Under revenue sharing licensing agreements, the Company receives reimbursement for eligible costs as well as payments upon the achievement of certain milestones as defined by the contract. These licensing agreements provide for the Company to receive a certain percentage of revenue from sales of their product. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Various economic factors affect revenues and cash flows. Services are primarily provided under grants from U.S. Government agencies and a licensing agreement with a commercial entity, with amounts invoiced quarterly or upon the achievement of a milestone and typically being collected within one month. Research and Development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents in accounts with high quality, federally insured financial institutions. At times, the balances in these accounts may be in excess of federally insured limits, including the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC). At December 31, 2023 and 2022, cash and cash equivalents in excess of FDIC limits was $ 0 282,000 7,300,000 0 For the year ended December 31, 2023, 95 85 Fair Value of Financial Instruments The Company has adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. The Company has elected to measure the convertible promissory notes at fair value on a recurring basis. Redeemable Convertible Preferred Stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. The Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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, P resentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation Recently 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 |
Contracts with Customers
Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contracts with Customers | Note 2 - Contracts with Customers Commercial Grant The Company was performing under a commercial grant during the period August 2022 - December 2023. All of the grant revenue is recognized over time using the input method as the Company performs under the contract because control of the work in process transfers continuously to the customer. At December 31, 2023, the Company has substantially completed its obligation under a grant to continue its research and development related to the treatment of neurological disorders and stroke. There were no remaining contract liabilities at December 31, 2023 related to this grant. Licensing Agreement In October 2023, the Company entered into a non-exclusive license agreement with Pfizer, Inc. to use the Company’s POZ polymer technology for use in lipid nanoparticle drug delivery formulations. The agreement grants Pfizer non-exclusive rights to certain intellectual property, know-how, and proprietary technologies. Under the terms of the agreement, Pfizer is authorized to develop, manufacture, market, and commercialize products incorporating the licensed technology with respect to a specific POZ polymer structure in one field. The agreement outlines the protection and enforcement of intellectual property rights related to the licensed technology. Pfizer is obligated to use commercially reasonable diligent efforts to develop and commercialize licensed products, and to use such efforts to accomplish specified development and commercial objectives. The Company is not considered the principal under this licensing arrangement. The agreement includes a one-time upfront payment of $ 3,000,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 6. Fair Value Measurements Derivative Financial Instruments On March 15, 2023, Serina issued a Convertible Promissory Note (the “AgeX-Serina Note”) in the amount of $ 10,000,000 to AgeX. The AgeX-Serina Note bore interest at 7% per annum and was scheduled to mature on March 15, 2026. Serina borrowed the $ 10,000,000 pursuant to the AgeX-Serina Note to provide for general working capital needs. The AgeX-Serina Note was converted into shares of Legacy Serina common stock by AgeX in connection with the Merger. Serina evaluated the AgeX-Serina Note in accordance with ASC 815, Derivatives and Hedging FASB ASC 825-10-25, Financial Instruments – Overall On March 15, 2023 the fair value of the $ 10,000,000 principal amount under the AgeX-Serina Note was evaluated and an adjustment to reduce to $ 7.8 million was recorded at that time. Based on the re-evaluation of the fair value of the AgeX-Serina Note as of March 31, 2023 and December 31, 2023, the principal amount was further reduced to $ 7.5 million and $ 3 million, respectively. The $ 10 million principal amount was reinstated prior to the conversion of the AgeX-Serina Note on March 26, 2024 pursuant to the terms of the Merger Agreement. The change in fair value recognized during the three month period ended March 31, 2024 and 2023 amounted to $ 7 million (loss) and $ 2.5 million (gain), respectively. From June 2022 through February 2023, Serina issued interest-bearing Convertible Promissory Notes (the “Serina Convertible Notes”) to various investors in the principal amount of $ 1,450,000. The Serina Convertible Notes incur interest at 6% per annum and are payable by Serina two years from their issuance date. Serina may not voluntarily prepay the Serina Convertible Notes. Upon a Qualified Equity Financing event in which Serina sells shares of Preferred Stock for aggregate proceeds of at least $ 15 million, the principal and outstanding interest on the Serina Convertible Notes will automatically convert into shares of Legacy Serina’s Preferred Stock issued in the Qualified Financing at a conversion price of the lesser of i) a 20% discount to the price paid by purchasers in the Qualified Financing and ii) the quotient resulted from dividing $100 million by the fully diluted capitalization of Serina immediately prior to the Qualified Financing. If Serina enters into a Non-Qualified Equity Financing (less than $15 million in proceeds), the Holder has the option to convert the Serina Convertible Notes into shares of Serina’s Preferred Stock issued in the Non-Qualified Financing at the price paid per share. Serina may also choose to optionally convert the Serina Convertible Notes into Legacy Serina Series A-5 Preferred Stock at a price of $13.31 per share, and a warrant to purchase shares of Legacy Serina Series A-5 Preferred Stock with an exercise price of $20.47, and an expiration date of December 31, 2024. If a Change in Control or an IPO occurs prior to a Qualified Financing, then the Holder has the option to convert outstanding principal and interest into common stock at a price per share equal to an amount obtained by dividing i) the Post-Money Valuation Cap ($100,000,000) by ii) the Fully Diluted Capitalization immediately prior to the conversion. Upon a change in control, the Holder may also elect to require Serina to repay the outstanding principal and accrued but unpaid interest in cash. Serina evaluated the Serina Convertible Notes in accordance with ASC Topic 815, Derivatives and Hedging On July 26, 2023, all of the Serina Convertible Notes were converted into 115,171 shares of Legacy Serina Series A-5 Preferred Stock. As provided for in the note agreements, the holders of the Serina Convertible Notes also received warrants to purchase an additional 115,171 shares of Legacy Serina Series A-5 Preferred Stock. See Note 7, Stockholders’ Equity/(Deficit) The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands). Schedule of Liabilities Measured at Fair Value on Recurring Basis Total Level 1 Level 2 Level 3 Liabilities: Convertible promissory notes $ 2,983 $ - $ - $ 2,983 Total $ 2,983 $ - $ - $ 2,983 The following is a reconciliation of the beginning and ending balances for the AgeX-Serina Note and the Serina Convertible Notes liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis AgeX-Serina Serina Balance as of December 31, 2022 $ - $ 1,617 Convertible debt issuance 10,000 100 Inception adjustment (2,240 ) - Change in fair value (254 ) (40 ) Balance as of March 31, 2023 $ 7,506 $ 1,677 AgeX-Serina Serina Balance as of December 31, 2023 $ 2,983 $ - Notes converted into common stock (10,000 ) - Change in fair value 7,017 - Balance as of March 31, 2024 $ - $ - The following is a reconciliation of the beginning and ending balances for the warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Warrant Liability Measured at Fair Value on Recurring Basis Balance as of December 31, 2022 $ 1,077 Change in fair value (172 ) Balance as of March 31, 2023 $ 905 Balance as of December 31, 2023 $ - Balance as of March 31, 2024 $ - | Note 3 - Fair Value Measurements The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2023. Schedule of Liabilities Measured at Fair Value on Recurring Basis Total Level 1 Level 2 Level 3 Liabilities: Convertible promissory notes $ 2,983,400 $ - $ - $ 2,983,400 Warrant liability Total $ 2,983,400 $ - $ - $ 2,983,400 The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2022. Total Level 1 Level 2 Level 3 Liabilities: Convertible promissory notes $ 1,617,000 $ - $ - $ 1,617,000 Warrant liability 1,076,766 - - 1,076,766 Total $ 2,693,766 $ - $ - $ 2,693,766 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The following is a reconciliation of the beginning and ending balances for the convertible promissory note liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2023 and 2022: Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis AgeX-Serina Note Serina Convertible Notes Balance as of December 31, 2021 $ - $ - Convertible debt issuance - 1,350,000 Inception adjustment - 179,000 Change in fair value - 88,000 Balance as of December 31, 2022 $ - $ 1,617,000 Beginning balance $ - $ 1,617,000 Convertible debt issuance 10,000,000 100,000 Inception adjustment (2,240,000 ) - Notes converted to Series A-5 pref. stock - (962,584 ) Notes converted to warrants - (175,355 ) Change in fair value (4,776,600 ) (579,061 ) Balance as of December 31, 2023 $ 2,983,400 $ - Ending balance $ 2,983,400 $ - The following is a reconciliation of the beginning and ending balances for the warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2023 and 2022: Schedule of Warrant Liability Measured at Fair Value on Recurring Basis Balance as of December 31, 2021 $ 952,648 Change in fair value 124,118 Balance as of December 31, 2022 $ 1,076,766 Change in fair value (1,076,766 ) Balance as of December 31, 2023 $ - See Note 14 for further information regarding valuation of the warrant liability. |
Contract Balances
Contract Balances | 12 Months Ended |
Dec. 31, 2023 | |
Contract Balances | |
Contract Balances | Note 4 - Contract Balances The beginning and ending contract balances were as follows: Schedule of Contract Balances December 31, 2023 December 31, 2022 December 31, 2021 Deferred revenue $ - $ 153,500 $ - |
Profit Sharing Plan
Profit Sharing Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | ||
Profit Sharing Plan | 9. Profit Sharing Plan Through its wholly owned subsidiary Legacy Serina, the Company has established a 401(k) profit sharing plan (the “PSP”) for all eligible employees of the Company. The PSP provides for eligible employee contributions subject to certain annual Internal Revenue Code limits. For participants who are age 50 or older during any calendar year, additional employee contributions are allowed under the PSP, subject to Internal Revenue Code limits. Employer contributions, if any, may include matching contributions and profit sharing contributions, both of which are made on a discretionary basis and are subject to service and employment requirements. Employer matching contributions and employer profit sharing contributions vest based on a graded vesting schedule. The Company made no discretionary employer matching or employer profit sharing contributions for the three months ended March 31, 2024 and 2023. | Note 5 - Profit Sharing Plan Serina has established a 401(k) profit sharing plan (the PSP) for all eligible employees of Serina. The PSP provides for eligible employee contributions subject to certain annual Internal Revenue Code limits. For participants who are age 50 or older during any calendar year, additional employee contributions are allowed under the PSP, subject to Internal Revenue Code limits. Employer contributions, if any, may include matching contributions and profit sharing contributions, both of which are made on a discretionary basis and are subject to service and employment requirements. Employer matching contributions and employer profit sharing contributions vest based on a graded vesting schedule. Serina made no SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Stockholders’ Equity/(Deficit) | 7. Stockholders’ Equity/(Deficit) Preferred Stock The Company is authorized to issue up to 5,000,000 shares of $ 0.0001 par value preferred stock. No shares of preferred stock were issued and outstanding as of March 31, 2024. Prior to the Merger, Legacy Serina had authority to issue up to 10,000,000 shares of preferred stock with a par value of $ 0.01 per share. All issued and outstanding redeemable convertible preferred stock as shown in the following table were converted into common stock upon consummation of the Merger on March 26, 2024. At the effective time of the Merger, each outstanding share of Legacy Serina capital stock (after giving effect to the automatic conversion of all shares of Legacy Serina preferred stock into shares of Legacy Serina common stock and excluding any shares held as treasury stock by Serina or held or owned by AgeX or any subsidiary of AgeX or Legacy Serina and any dissenting shares) was converted into the right to receive 0.97682654 shares of AgeX common stock, which resulted in the issuance by AgeX of an aggregate of 5,913,277 shares of AgeX common stock to the stockholders of Legacy Serina (the “Exchange Shares”). The table below presents Legacy Serina redeemable convertible preferred stock information adjusted for the 0.9768265 Exchange Ratio (in thousands other than per share price). Schedule of Redeemable Convertible Preferred Stock Preference Order Designation Shares Shares Issue Price Liquidation #1 Series A Preferred Stock 391 391 $ 5.12 $ 2,000 #2 Series A-1 Preferred Stock 293 293 6.82 1,998 #3 Series A-2 Preferred Stock 1,091 1,091 10.17 11,085 #4 Series A-3 Preferred Stock 487 487 12.80 6,240 #5 Series A-4 Preferred Stock 702 702 13.31 9,347 #6 Series A-5 Preferred Stock 1,954 474 13.31 5,734 4,918 3,438 $ 36,404 Common Stock The Company has 40,000,000 shares of common stock, $ 0.0001 par value per share, authorized. The holders of the Company’s common stock are entitled to receive ratably dividends when, as, and if declared by the Board of Directors out of funds legally available. Upon liquidation, dissolution, or winding up, the holders of Company common stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities and subject to the prior rights of the Company outstanding preferred shares, if any. The holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of the Company 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 March 31, 2024 and December 31, 2023, there were 8,413,889 and 2,410,255 shares of Company common stock issued and outstanding, respectively. Warrants Post-Merger Warrants On March 19, 2024, the Company 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” at a price equal to $13.20 per Unit and will expire on July 31, 2025. Each Unit will consist of (i) one share of Company common stock and (ii) one warrant (“Incentive Warrant”). Each Incentive Warrant will be exercisable for one share of Company 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. As of March 31, 2024 there were 1,500,284 Post-Merger Warrants issued and outstanding. The Side Letter provides, among other things, that Juvenescence will exercise all Post-Merger Warrants it holds to provide the Company an additional $ 15 million in capital according to the following schedule: (x) at least one-third on or before May 31, 2024, (y) at least one-third on or before November 30, 2024, and (z) at least one-third on or before June 30, 2025. Juvenescence holds 1,133,593 Post-Merger Warrants. Former AgeX Warrants As of March 31, 2024, there are 129,593 warrants issued and outstanding with exercise prices ranging from $ 20.75 to $ 25.01 and expiration dates ranging from June 5, 2025 to April 3, 2026 These warrants were issued in connection with drawdowns of loan funds by AgeX from Juvenescence under the 2022 Secured Note. On March 26, 2024, as per terms of the Side Letter executed concurrently with the Merger Agreement on August 29, 2023, all “out of the money” AgeX warrants (meaning those warrants with an exercise price equal to or greater than $ 0.7751 on a pre-reverse stock split basis) were canceled. The number of shares of common stock issuable upon exercise of the remaining “in the money warrants” and the exercise prices of those warrants were adjusted for the reverse stock split ratio of 1 for 35.17. Assumed Warrants Upon consummation of the Merger, the Company assumed the outstanding, unexercised warrants to purchase Legacy Serina capital stock (the “Assumed Warrants”), which were adjusted such that after the Merger each such Assumed Warrant represents the right to purchase a number of shares of Company common stock equal to 0.97682654 multiplied by the number of shares of Legacy Serina common stock issuable upon the exercise of such Assumed Warrant prior to the Merger. There were 473,681 Assumed Warrants issued and outstanding as of March 31, 2024 with an exercise price of $ 20.47 per share and expire on December 31, 2024. | Note 6 - Common Stock Stockholders’ Equity/(Deficit) The holders of the common stock are entitled to one vote for each share of common stock |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Redeemable Convertible Preferred Stock | |
Redeemable Convertible Preferred Stock | Note 7 - Redeemable Convertible Preferred Stock Serina has authority to issue 10,000,000 0.01 Redeemable convertible preferred stock was as follows as of December 31, 2023: Schedule of Redeemable Convertible Preferred Stock Preference Order Designation Shares Designated Shares Issued Shares Outstanding Issue Price per Share Liquidation Preference #1 Series A Preferred Stock 400,000 400,000 400,000 $ 5.00 $ 2,000,000 #2 Series A-1 Preferred Stock 300,000 300,000 300,000 $ 6.66 $ 1,998,000 #3 Series A-2 Preferred Stock 1,117,013 1,117,013 1,117,013 $ 9.93793 $ 11,085,291 #4 Series A-3 Preferred Stock 499,200 499,200 499,200 $ 12.50 $ 6,240,000 #5 Series A-4 Preferred Stock 718,997 718,997 718,997 $ 13.00 $ 9,346,961 #6 Series A-5 Preferred Stock 2,000,000 484,918 484,918 $ 13.00 $ 5,733,832 5,035,210 3,520,128 3,520,128 - $ 36,404,084 Redeemable convertible preferred stock was as follows as of December 31, 2022: Preference Order Designation Shares Designated Shares Issued Shares Outstanding Issue Price per Share Liquidation Preference #1 Series A Preferred Stock 400,000 400,000 400,000 $ 5.00 $ 2,000,000 #2 Series A-1 Preferred Stock 300,000 300,000 300,000 $ 6.66 $ 1,998,000 #3 Series A-2 Preferred Stock 1,122,077 1,117,013 1,117,013 $ 9.94 $ 11,085,291 #4 Series A-3 Preferred Stock 499,200 499,200 499,200 $ 12.50 $ 6,240,000 #5 Series A-4 Preferred Stock 718,997 718,997 718,997 $ 13.00 $ 9,346,961 #6 Series A-5 Preferred Stock 2,000,000 367,015 367,015 $ 13.00 $ 4,771,248 5,040,274 3,402,225 3,402,225 - $ 35,441,500 Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock all have the same rights, preferences, powers, privileges, restrictions, qualifications, and limitations. Dividends From and after the date of the issuance of any shares of Series A Preferred Stock, Series A-1 Preferred Stock, and Series A-2 Preferred Stock, they accrued dividends at the rate per annum of 6% 10,276,653 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Convertibility Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock shall be convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder into common stock. The number of shares will be determined by dividing the original issue price by the conversion price of the Preferred Stock. The conversion price initially is the same as the issue price of the Preferred Stock, but may be adjusted based on certain events as provided in the amended Articles of Incorporation. Liquidation Preference In the event of Deemed Liquidation Event for Serina (described below), the holders of the various series of Preferred Stock are entitled to receive prior to, and in preference to, any distribution to the holders of common stock or any other class or series of stock ranking on liquidation junior to the series of Preferred Stock they hold, an amount equal to the original issue price plus any accrued dividends (excepting Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock) together with any other dividends declared that have not yet been paid. The preference order is noted above. The following events will constitute a Deemed Liquidation Event: a) The consummation of a plan of merger or conversion in accordance with various sections of Alabama Business Corporation Law (“ABCL”), with some exceptions as provided in the amended Articles of Incorporation; b) The sale, lease, exchange, license, or other disposal, in a single transaction or series of related transactions, of all, or substantially all, of the corporation’s property (with or without goodwill), other than in the usual course of business in accordance with Section 10A-2A-12.02 of the ABCL; c) Dissolution of the corporation in accordance with Section 10A-2A-14.02 of the ABCLE, or liquidation or winding-up of the business and affairs of the corporation; or d) The sale, lease, exchange, license, or other disposal, other than in the usual and regular course of business, of all, or substantially all, of the intellectual property of the corporation in a single transaction or a series of related transactions. The holders of at least 60% of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock, acting as a single class of stock, may elect that any such events The Series A Preferred Stock liquidation preference, the Series A-1 Preferred Stock liquidation preference, the Series A-2 liquidation preference, the Series A-3 liquidation preference, the Series A-4 liquidation preference, and the Series A-5 liquidation preference shall be on parity with one another. In the event that upon liquidation or dissolution, the assets and funds of the Company are insufficient to permit the payment to holders of shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock then outstanding and any class or series of stock ranking on liquidation on a parity with the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock shall share in any distribution of the remaining assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. After the distributions described above have been paid in full, the remaining assets of the Company available for distribution shall be distributed pro-rata to the holders of the shares of common stock. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Income Taxes | 10. Income Taxes The provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270 , Income Taxes, Interim Reporting Due to losses incurred for all periods presented, the Company did not record a provision or benefit for income taxes. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company established a full valuation allowance for all of its deferred tax assets for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The Company reports income tax related interest and penalties within its provision for income tax in its interim condensed consolidated statements of operations. Similarly, the Company reports the reversal of income tax-related interest and penalties within its provision for income tax line item to the extent the Company resolves its liabilities for uncertain tax positions in a manner favorable to its accruals therefore, during the three months ended March 31, 2024 and 2023, the Company did not record unrecognized tax benefits. | Note 8 - Income Taxes Deferred tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. At December 31, 2023, the Company had the following carryovers subject to expiration: Schedule of Deferred Tax Assets and Liabilities of Carryovers Subject to Expiration Carryover Amount Begin to Expire In 1231 loss carryover $ 798 2024 Net capital loss carryover $ 29,402 2026 NOL carryover – Federal – indefinite life $ 13,925,183 N/A NOL carryover – Federal – subject to expiration $ 23,207,997 2027 NOL carryover - state $ 36,494,174 2024 Charitable contributions carryover $ 25,000 2027 General business credit carryover ESB* $ 129,310 2030 General business credit carryover NonESB* $ 1,920,911 2026 The Company’s effective tax rate is 0% Section 174 of the Internal Revenue Code became effective on January 1, 2022. Under this section, research and development expenses are no longer deducted in the year expended, but are required to be capitalized and expensed over five years for tax purposes. The Company evaluates the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent that management does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. The Company has provided a valuation allowance against the deferred income taxes at December 31, 2023 and 2022. The valuation allowance increased by $ 752,330 The components of the deferred income tax asset and liability as of December 31, 2023 and 2022 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets (Liabilities): General business credit carryover ESB $ 129,310 $ 129,310 General business credit carryover NonESB 1,920,911 1,824,263 1231 loss carryover 219 219 Net capital loss carryover 8,086 4,805 NOL carryover - Federal 7,797,968 7,399,496 NOL carryover - State 2,372,121 2,308,126 Research and development 580,578 389,339 Charitable contributions carryover 6,875 6,875 Right of use assets - operating leases (183,174 ) (23,307 ) Operating lease liabilities 185,395 29,419 Depreciation of property and equipment 23,362 20,776 Total deferred tax asset 12,841,651 12,089,321 Valuation allowance (12,841,651 ) (12,089,321 ) Net Deferred Tax Asset $ - $ - SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 9 - Leases The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company also leases equipment for various terms under long-term, non-cancelable finance lease agreements. These leases expire at various dates through 2025. The following represents information on leases as of and for the years ended December 31: Schedule of Information on Leases 2023 2022 Finance lease cost (including amortization of right-of use assets of $ 23,349 23,349 7,083 12,843 $ 30,432 $ 36,192 Operating lease expense 208,856 101,399 Total lease cost $ 239,288 $ 137,591 Other information Weighted average remaining lease term (years) – finance 0.64 1.71 Weighted average remaining lease term (years) – operating 3.32 1.30 Weighted average discount rate - finance leases 11.90 % 11.90 % Weighted average discount rate - operating leases 6.67 % 6.67 % The following is a maturity analysis of the annual undiscounted cash flows of the lease liabilities as of December 31, 2023: Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Year ending December 31, 2024 $ 258,395 $ 38,055 Year ending December 31, 2025 212,512 629 Year ending December 31, 2026 158,282 - Year ending December 31, 2027 116,592 - Thereafter 9,716 - Total undiscounted lease payments 755,497 38,684 Less: imputed interest (81,335 ) (1,716 ) Total lease obligations 674,162 36,968 Less: current portion (213,526 ) (36,344 ) Long-term lease obligations $ 460,636 $ 624 Right of use assets - operating leases obtained in exchange for new operating lease liabilities was $ 754,960 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 10 - Property and Equipment Property and equipment at December 31, 2023 and 2022 consists of: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Computer $ 29,581 $ 24,061 Equipment 836,771 353,343 Software 96,517 81,676 Total property and equipment 962,869 459,080 Less: accumulated depreciation (389,548 ) (367,511 ) Property and equipment, net $ 573,321 $ 91,569 Depreciation expense for the years ended December 31, 2023 and 2022 totaled $ 65,399 37,923 |
Stock Option Plan
Stock Option Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Option Plan | 8. Stock-Based Awards Equity Incentive Plan Awards Serina 2024 Equity Incentive Plan On March 27, 2024, the Company’s Board of Directors adopted the 2024 Equity Incentive Plan, (the “2024 Incentive Plan”). Under the 2024 Incentive Plan, the Company has reserved 1,725,000 shares of common stock for the grant of stock options or the sale of restricted stock (“Restricted Stock”) or for the settlement of restricted stock units which are hypothetical units issued with reference to common stock (“Restricted Stock Units” or “RSUs”). The Company may also grant stock appreciation rights (“SARs”) under the Incentive Plan. The Plan also permits the Company to issue such other securities as its Board of Directors or the Compensation Committee administering the Incentive Plan may determine. Awards of stock options, Restricted Stock, SARs, and RSUs (“Awards”) may be granted under the Incentive Plan to the Company employees, directors, and consultants. A summary of Serina stock option activity under the 2024 Incentive Plan and related information follows (in thousands, except weighted average exercise price): Summary of Stock Option Activity Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted- Average Exercise Price 2024 Incentive Plan adopted on March 27, 2024 1,725 - - $ - Stock options granted (72 ) 72 - 14.8715 Balance at March 31, 2024 1,653 72 - $ 14.8715 Options exercisable at March 31, 2024 4 $ 14.8715 Serina 2017 Stock Option Plan In 2017, the Legacy Serina’s Board of Directors adopted the Serina Therapeutics, Inc. 2017 Stock Option Plan (the “2017 Option Plan”) that provides for the granting of stock options to employees. Pursuant to the Merger Agreement, the Company assumed the outstanding stock options granted by Legacy Serina under the 2017 Option Plan. The options were adjusted such that after the Merger each such option granted and outstanding under the 2017 Option Plan represents the right to purchase a number of shares of Company common stock equal to 0.97682654 multiplied by the number of shares of Legacy Serina common stock issuable upon the exercise of such options granted and outstanding under the 2017 Option Plan prior to the Merger. As of March 31, 2024, options to purchase 1,651,634 shares of Company common stock were outstanding under the 2017 Option Plan, which options have an exercise price of $ 0.06 and expire on dates ranging from May 2031 to December 2032. Pursuant to the Merger Agreement, no further options shall be granted under the 2017 Option Plan. Serina 2017 Equity Incentive Plan Under the Serina 2017 Equity Incentive Plan, as amended (the “2017 Incentive Plan” formerly AgeX 2017 Equity Incentive Plan), the Company has reserved 241,683 shares of common stock for the grant of stock options or the sale of Restricted Stock or for the settlement of RSUs. Pursuant to the Merger Agreement, all “out of the money” options (meaning those options with an exercise price equal to or greater than $ 0.7751 on a pre-reverse stock split basis) were canceled and no further options shall be granted under the 2017 Incentive Plan. The “in the money” stock options were adjusted for the reverse stock split ratio of 1 for 35.17. As of March 31, 2024, there were 12,212 stock options granted and outstanding with exercise prices ranging from $ 13.19 to $ 26.73 per share and expiration dates ranging from June 2024 to January 2034. As of March 21, 2024, no stock options under the 2017 Incentive Plan had been exercised. Stock-based Compensation Expense The Company recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with ASC 718, Compensation – Stock Compensation The Company uses the Black-Scholes option pricing model for estimating the fair value of options granted under its equity award plans, including the 2024 Incentive Plan, 2017 Option Plan, and 2017 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. The Company 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. The Company 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. During the period January 1, 2024 through March 31, 2024, the Company granted stock options to purchase 72,378 shares of common stock to certain employees and consultants under the 2024 Incentive Plan, with a grant date fair value of approximately $ 12.79 per share. Total unrecognized compensation cost related to unvested stock option grants of approximately $ 874,000 as of March 31, 2024 is expected to be recognized over a period ranging from 2 to 4 years. Stock-based compensation expense has been allocated to operating expenses as follows (in thousands): Schedule of Stock Based Compensation Expense 2024 2023 Three Months Ended 2024 2023 Research and development $ 4 $ - General and administrative 49 2 Total stock-based compensation expense $ 53 $ 2 The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions including the market price of the underlying common stock, expected option life, risk-free interest rates, volatility, and dividend yield. The assumptions that were used to calculate the grant date fair value of employee and non-employee stock option grants for the three months ended March 31, 2024 were as follows: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended 2024 (1) 2023 (2) Exercise price $ 14.8715 $ - Market price $ 14.8715 $ - Expected life (in years) 5.76 - Volatility 117.83 % - % Risk-free interest rates 4.18 % - % Dividend yield - % - % (1) Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024. (2) There were no stock options granted during the period. 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 the Company had made different assumptions, its stock-based compensation expense and net loss for the three months ended March 31, 2024 and 2023 may have been significantly different. The Company does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred. | Note 11 - Stock Option Plan Stock Option Plan Description In 2007, the Company’s Board of Directors (“the Board”) adopted the Serina Therapeutics, Inc. 2007 Stock Option Plan (the 2007 Plan) that provides for the granting of stock options to employees. The 2007 Plan as amended in March 2014 reserved 2,000,000 Options granted under the 2007 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant, or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs In 2017, the Serina Therapeutics, Inc. 2007 Plan by its terms expired, except with respect to unexercised stock options outstanding under the 2007 Plan. No future stock options shall be awarded under the 2007 Plan. In 2017, the Company’s Board adopted the Serina Therapeutics, Inc. 2017 Stock Option Plan (the 2017 Plan) that provides for the granting of stock options to employees. The 2017 Plan reserved 1,000,000 2,000,000 2,100,000 Options granted under the 2017 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs Vesting and Exercisability Stock options are exercisable at such time or times and subject to such terms and conditions as determined by the Board at or after grant. If the Board provides, in its sole discretion, that any stock option is exercisable only in installments, the Board may waive such installment exercise provisions at any time at or after the grant, in whole or in part, based on such factors as the Board shall determine, in its sole discretion. The terms of the grants are generally for ten years (or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, the term shall be five years) and vest over a period of time as determined on the date of the grant. Stock-Based Compensation The Company follows the provisions of the FASB ASC 718, Compensation - Stock Compensation SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Valuation and Expense The Company recognizes compensation expense related to stock options on a straight-line basis over the requisite service period of the awards, which is generally three to four years. The Company estimates the fair value of options on the date of grant using the Black-Scholes-Merton option pricing model. There were no options issued during the years ended December 31, 2023 or 2022. The Company recorded stock-based compensation expense related to the stock options of $ 24,325 7,110 In 2021, all options outstanding as of December 31, 2020 were canceled and replaced, with the exception of 3,300 1,294,042 113 878 In February 2023, by vote of the Board all remaining unvested options became fully vested. Therefore as of December 31, 2023, the Company had no unrecognized compensation cost related to nonvested stock options. Details of stock option activity for the years ended December 31, 2023 and 2022 are as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Outstanding at December 31, 2022 2,012,750 $ 0.06 Forfeited (7,000 ) 0.06 Exercised (248,934 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2023 1,756,816 $ 0.06 Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 2,036,450 $ 0.06 Exercised (73,700 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2022 2,012,750 $ 0.06 The following table summarizes information about stock options exercisable at December 31, 2023: Schedule of Stock Options Exercisable Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price $ 0.06 1,756,816 7.46 $ 0.06 The following table summarizes information about nonvested stock options for the years ended December 31, 2023 and 2022: Schedule of Nonvested Stock Options Activity Nonvested Options Weighted Average Grant Date Fair Value Nonvested options at December 31, 2022 548,807 $ 0.05 Forfeited/cancelled (1,000 ) 0.03 Vested (547,807 ) 0.04 Granted 50,000 0.05 Exercised (73,700 ) 0.03 Nonvested options at December 31, 2023 - $ - Nonvested Options Weighted Average Grant Date Fair Value Nonvested options at December 31, 2021 656,742 $ 0.04 Granted 50,000 0.05 Vested (84,235 ) 0.04 Exercised (73,700 ) 0.03 Nonvested options at December 31, 2022 548,807 0.05 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Stock Warrants | |
Stock Warrants | Note 12 - Stock Warrants Grants Warrants for 117,903 No The warrants contain both put and call options. The Company may call the warrants at any time following the date the warrants become exercisable. Warrants issued prior to 2023 are accounted for as a liability and remeasured to fair value at each reporting period. The liability as of December 31, 2023 and 2022 was $ 0 1,076,766 175,355 Vesting and Exercisability The warrants vest immediately upon grant. All outstanding warrants at December 31, 2023 are exercisable at any time prior to close of business on December 31, 2024. Valuation and Expense The Company estimates the fair value of warrants using the Black-Scholes-Merton pricing model with the following assumptions at the reporting date: Schedule of Fair Value of Warrants December 31, 2023 December 31, 2022 Liability Classified Equity Classified Liability Classified Expected volatility 97 98 % 99 % 89 % Expected term (in years) 0.3 1.5 1.0 1.5 Risk-free interest rate 5.26 5.60 % 5.09 % 4.41 4.73 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected volatility is estimated using the historical volatility of comparable public entities. The Company estimates the expected term using historical option exercise data to determine the expected employee exercise behavior. The risk-free interest rate is the yield on a U.S. Treasury zero-coupon issue with a remaining term equal to or approximating the expected term of the option at the grant date. Related to the warrants, the Company recorded a benefit of $ 1,076,766 124,118 Details of stock warrant activity for the years ended December 31, 2023 and 2022, are as follows: Schedule of Stock Warrant Activity Number of Warrants – Liability Classified Number of Warrants – Equity Classified Weighted Average Exercise Price Outstanding at December 31, 2021 367,015 - $ 20.00 Granted - - - Outstanding at December 31, 2022 367,015 - 20.00 Granted - 117,903 20.00 Outstanding at December 31, 2023 367,015 117,903 $ 20.00 All warrants expire on December 31, 2024 one year SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Research and Development
Research and Development | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Research and Development | Note 13 - Research and Development During the year ended December 31, 2023, the Company performed under a grant provided by a corporation via funding provided by a federal government agency to continue its research and development related to treatment of neurological disorders and strokes. The grant is structured such that the Company received $ 245,000 245,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Commitments and Contingencies | 11. Commitments and Contingencies Facilities and Equipment Lease Agreements and ASC 842 The Company leases its operating and office facilities in Huntsville, Alabama for various terms under long-term, non-cancelable operating lease agreements. The leases expire on various dates from October 2025 through January 2028 and provide for renewal periods of two years. The Company also leases laboratory equipment under a long-term, non-cancelable operating lease which expires in September 2024. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties & equipment. The Company also leases two pieces of equipment for various terms under long-term, non-cancelable finance lease agreements. These leases expire in September 2024 and in February 2025. For the office lease, the Company has elected to not apply the recognition requirements under ASC 842, as lease cost on a straight-line basis over the lease term, because the amount of the lease payments is not deemed material. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. Supplemental cash flow information related to leases is as follows (in thousands): Schedule of Cash Flow Information Related to Leases 2024 2023 Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 55 $ 44 Operating cash flows from financing leases 1 2 Financing cash flows from financing leases 13 11 Right-of-use assets obtained in exchange for lease obligations Operating leases - 497 Financing leases - - Supplemental balance sheet information related to leases was as follows (in thousands other than weighted average remaining lease term and discount rates): Schedule of Supplemental Balance Sheet Information Related to Leases March 31, 2024 December 31, 2023 (unaudited) Operating lease Right-of-use assets $ 862 $ 862 Accumulated Amortization (235 ) (196 ) Right-of-use asset, net $ 627 $ 666 Right-of-use lease liability, current $ 207 $ 214 Right-of-use lease liability, noncurrent 413 461 Total operating lease liabilities $ 620 $ 675 Finance leases Right-of-use assets $ 163 $ 163 Accumulated Amortization (59 ) (53 ) Right-of-use asset, net $ 104 $ 110 Right-of-use lease liability, current $ 24 $ 36 Right-of-use lease liability, noncurrent - 1 Total operating lease liabilities $ 24 $ 37 Weighted average remaining lease term Operating lease 3.15 years 3.32 years Finance leases 0.49 years 0.64 years Weighted average discount rate Operating lease 6.67 % 6.67 % Finance leases 11.9 % 11.9 % The following is a maturity analysis of the annual undiscounted cash flows of the lease liabilities as of March 31, 2024 (in thousands): Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Nine months ending December 31, 2024 $ 180 $ 24 Year ending December 31, 2025 217 1 Year ending December 31, 2026 159 - Year ending December 31, 2027 117 - Thereafter 10 - Total undiscounted lease payments 683 25 Less: imputed interest (63 ) (1 ) Total lease obligations 620 24 Less: current portion (207 ) (24 ) Long-term lease obligations $ 413 $ - Litigation – General The Company 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 the Company 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, the Company will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. The Company is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. Tax Filings The Company 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 the Company has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different than the amounts recorded in the unaudited condensed consolidated interim financial statements. Employment Contracts The Company has entered into employment contracts with certain executive officers. Under the provisions of the contracts, the Company may be required to incur severance obligations for matters relating to changes in control, as defined, and involuntary terminations. Indemnification In the normal course of business, the Company may provide indemnifications of varying scope under the Company’s agreements with other companies or consultants, typically for the Company’s research and development programs. Pursuant to these agreements, the Company 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 the Company’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 the Company to third parties. Office and laboratory leases will also generally indemnify the lessor with respect to certain matters that may arise during the term of the lease. The Registration Rights Agreement between Juvenescence and the Company includes indemnification provisions pursuant to which the parties will indemnify each other from certain liabilities in connection with the registration, offer, and sale of securities under a registration statement, including liabilities arising under the Securities Act. The Company has also agreed to provide the AST Indemnity pursuant to the Letter of Indemnification described in Note 5, Related Party Transactions | Note 14 - Commitments and Contingencies The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. In the opinion of management, all such matters would be adequately covered by insurance or accruals or would be such that disposition would not have a material adverse effect on the financial position, results of operations, or cash flows of the Company. |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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) |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | Note 15 - Convertible Promissory Notes On March 15, 2023, The Company issued a convertible promissory note (the “AgeX-Serina Note”) in the amount of $ 10,000,000 7% The AgeX-Serina Note has various conversion options. The principal balance of the AgeX-Serina Note with accrued interest will automatically convert into the Company’s preferred stock if the Company raises at least $ 25,000,000 80% 105,000,000 5,000,000 The Company evaluated the AgeX-Serina Note in accordance with ASC Topic 815, Derivatives and Hedging SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The change in fair value of the instrument since inception date is recorded on a separate line item as a component of other income in the Company’s statements of operations. FASB ASC 825-10-25 allows the Company to elect the fair value option for recording financial instruments when they are initially recognized or if there is an event that requires re-measurement of the instruments at fair value, such as a significant modification of the debt. The Company elected the fair value option because they believed it to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing the hybrid financial instrument. As of March 15, 2023 (inception), the outstanding principal on the AgeX-Serina Note was approximately $ 10,000,000 7,760,000 4,780,000 From June through December 2022, the Company issued interest-bearing Convertible Promissory Notes (the “Serina Convertible Notes”) to various investors in the principal amount of $ 1,350,000 100,000 3,650,000 6% 15 Preferred Stock issued in the Qualified Financing at a conversion price of the lesser of i) a 20% 100 15 20.00 100,000,000 The Company evaluated the Serina Convertible Notes in accordance with ASC Topic 815, Derivatives and Hedging Because the Serina Convertible Notes are carried in their entirety at fair value, the value of the compound embedded conversion features and the redemption features are embodied in that fair value. The Company estimated the fair value of the hybrid instrument based on a probability weighted cash flow analysis. A Monte Carlo model, which considered the present value of the cash flows under the different scenarios using a credit risk adjusted rate, was considered by management to be the most appropriate method of encompassing credit risk and exercise behavior. Inputs used to value the hybrid instrument at inception (July 19, 2022) included, (i) present value of future cash flows using a credit risk adjusted rate of 16 2 90 70 30 13 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Management expects the probability of a change in control, default, or Qualified Financing event occurring over the remaining term of the Serina Convertible Notes to be minimal. However, this assumption will be considered each reporting period. Material changes due to instrument-specific credit risk are recorded in Other Comprehensive Income with all other changes in value being recorded in net income. For the year ended December 31, 2023, interest expense associated with the convertible notes was approximately $ 558,082 On July 26, 2023, all of the Convertible Promissory Notes described in this Note (excluding the AgeX-Serina Note) previously issued for a total principal amount of $ 1,450,000 82,695 117,903 962,584 117,903 |
Net Earnings (Loss) Per Common
Net Earnings (Loss) Per Common Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
NET LOSS PER COMMON SHARE: | ||
Net Earnings (Loss) Per Common Share | 12. Net Earnings (Loss) Per Common Share Net earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share Schedule of Basic and Diluted Net Earnings (Loss) Per Common Share Attributable to Common Shareholders 2024 2023 Three Months Ended 2024 2023 Basic net earnings (loss) per common share allocable to common stockholders NUMERATOR Net income (loss) $ (9,437 ) $ 1,658 Less: net earnings allocable to participating securities - - Net earnings (loss) allocable to common shareholders (9,437 ) 1,658 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,790 2,167 Basic net earnings (loss) per common share allocable to common stockholders $ (3.38 ) $ 0.77 Diluted net earnings (loss) per common share allocable to common stockholders NUMERATOR Net earnings (loss) allocable to common stockholders $ (9,437 ) $ 1,658 Add back: interest on convertible promissory notes - 85 Net earnings (loss) allocable to common stockholders (9,437 ) 1,743 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,790 2,167 Add: dilutive effect of stock options - 2,031 Add: dilutive effect of warrants - 359 Add: dilutive effect of common stock issued for convertible promissory notes - 689 Add: dilutive effect of redeemable convertible preferred stock - 3,323 Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share 2,790 8,569 Diluted net earnings (loss) per common share attributable to common stockholders $ (3.38 ) $ 0.20 The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net earnings (loss) per common share for the periods presented (in thousands) as follows, because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share 2024 2023 Three Months Ended 2024 2023 Stock options 1,736 - Warrants 2,103 - Total anti-dilutive securities 3,839 - | Note 16 - Net Earnings (Loss) Per Common Share Net earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share Schedule of Basic and Diluted Net Earnings (Loss) Per Common Share Attributable to Common Shareholders 2023 2022 Basic net earnings (loss) per common share allocable to common shareholders NUMERATOR Net income (loss) $ 5,269,854 $ (2,682,108 ) Less: net earnings allocable to participating securities - - Net earnings (loss) allocable to common shareholders 5,269,854 (2,682,108 ) DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,288,377 2,145,002 Basic net earnings (loss) per common share allocable to common shareholders $ 2.30 $ (1.25 ) Diluted net earnings (loss) per common share allocable to common shareholders NUMERATOR Net earnings (loss) allocable to common shareholders $ 5,269,854 $ (2,682,108 ) Add back: interest on convertible promissory notes 558,082 - Net earnings (loss) allocable to common shareholders 5,827,936 (2,682,108 ) DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,288,377 2,145,002 Add: dilutive effect of stock options 1,716,695 - Add: dilutive effect of warrants - - Add: dilutive effect of common stock issued for convertible promissory notes - - Add: dilutive effect of redeemable convertible preferred stock - - Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share 4,005,072 2,145,002 Diluted net earnings (loss) per common share attributable to common shareholders $ 1.46 $ (1.25 ) SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net earnings (loss) per common share for the years ended December 31, 2023 and 2022 because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share 2023 2022 Redeemable convertible preferred stock - 3,402,225 Convertible promissory notes - 220,008 Stock options - 2,012,750 Warrants 484,918 367,015 Total anti-dilutive securities 484,918 6,001,998 |
Merger Agreement
Merger Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Merger Agreement | |
Merger Agreement | Note 17 - Merger Agreement On August 29, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with AgeX Therapeutics, Inc. and Canaria Transaction Corporation, an Alabama corporation and wholly owned subsidiary of AgeX (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including that the Merger is approved by the stockholders of AgeX and the stockholders of Serina, Merger Sub will be merged with and into Serina, with Serina surviving as a wholly owned subsidiary of AgeX (the “Merger”). There is no assurance the necessary approvals by AgeX stockholders and Serina stockholders will be obtained or that the other conditions to the Merger as provided in the Merger Agreement will be met. 75 25 Prior to the closing of the Merger, AgeX will issue to each holder of AgeX common stock 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 18.00 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Subsequent Events | 13. Subsequent Events On May 8, 2024, the Company entered into an Allonge and Eighth Amendment to the Amended and Restated Convertible Promissory Note that extends to December 31, 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 and provided the Company an additional $ 525,000 of credit subject to the terms of the 2022 Secured Note which was drawn entirely on May 9, 2024. The funds will be used to pay certain litigation expenses and costs as contemplated in Section 12 of the Agreement with Respect to Convertible Notes between the Company and Juvenescence, dated as of March 26, 2024. | Note 18 – Subsequent Events Management has evaluated subsequent events through March 21, 2024, the date the financial statements were issued. In February 2024, the U.S. Securities and Exchange Commission accepted the S-4/S-1 registration statement filing related to the proposed merger described in Note 17. |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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, 2024, AgeX issued the Post-Merger Warrants to each holder of AgeX common stock as of the dividend record date, March 18, 2024. |
Organization, Business Overview
Organization, Business Overview and Liquidity | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Overview and Liquidity | 1. Organization, Business Overview and Liquidity Serina Therapeutics, Inc. (“Serina” or the “Company”) was incorporated as AgeX Therapeutics, Inc. in January 2017 in the state of Delaware. On March 26, 2024, AgeX Therapeutics, Inc. completed a merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023 (the “Merger Agreement”), by and among AgeX Therapeutics, Inc. (“AgeX”), Canaria Transaction Corporation, an Alabama corporation and a wholly owned subsidiary of AgeX (“Merger Sub”), and Serina Therapeutics, Inc., an Alabama corporation (“Legacy Serina”), pursuant to which Merger Sub merged with and into Legacy Serina, with Legacy Serina surviving the merger as a wholly owned subsidiary of AgeX (the “Merger”). Additionally, on March 26, 2024, AgeX changed its name from “AgeX Therapeutics, Inc.” to “Serina Therapeutics, Inc.” (the “Company”). At the effective time of the Merger, each outstanding share of Legacy Serina capital stock (after giving effect to the automatic conversion of all shares of Legacy Serina preferred stock into shares of Legacy Serina common stock and excluding any shares held as treasury stock by Legacy Serina or held or owned by AgeX or any subsidiary of AgeX or of Legacy Serina and any dissenting shares) was converted into the right to receive 0.97682654 shares of AgeX common stock, which resulted in AgeX issuing an aggregate of 5,913,277 shares of AgeX common stock to the stockholders of Legacy Serina. In addition, AgeX assumed the Legacy Serina 2017 Stock Option Plan, and each outstanding and unexercised option to purchase Legacy Serina common stock and each outstanding and unexercised warrant to purchase Legacy Serina capital stock was adjusted with such stock options and warrants henceforth representing the right to purchase a number of shares of Company common stock equal to 0.97682654 multiplied by the number of shares of Legacy Serina common stock previously represented by such options and warrants. Following the consummation of the Merger, the business previously conducted by Serina became the business conducted by the Company, which is now a clinical-stage biotechnology company developing Serina’s drug product candidates. The Company’s headquarters are located in Huntsville, Alabama (Serina’s former headquarters). The Company is a clinical-stage biotechnology company developing a pipeline of wholly-owned drug product candidates to treat neurological diseases and pain. The Company’s POZ drug delivery technology is designed to enable certain existing drugs and novel drug candidates to be modified in a way that may provide an increase in efficacy and safety of the resulting polymeric drug conjugate. The Company’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). The Company’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. The therapeutic agents in the Company’s product candidates are typically well-understood and marketed drugs that are effective but are limited by pharmacokinetic (PK) profiles that can include toxicity, side effects and short half-life. We believe that by using POZ technology, drugs with narrow therapeutic windows can be designed to maintain more desirable and stable levels in the blood. We believe that POZ technology can be applied to small molecules, proteins, antibody drug conjugates, and other classes of molecules. Prior to the closing of the Merger, any assets of AgeX other than certain “Legacy Assets” were transferred into a recently formed subsidiary of AgeX, UniverXome Bioengineering, Inc. (“UniverXome”). UniverXome assumed (i) any outstanding indebtedness of AgeX to Juvenescence Limited (“Juvenescence”), which was secured by the assets contributed to UniverXome, (ii) most of the Company’s contracts with third parties, other than certain designated contracts and any contracts that were terminated before the Merger, and (iii) all other liabilities of the Company in existence as of the effective time of the Merger (other than certain transaction expenses related to the Merger). Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. Liquidity and Going Concern In addition to general economic and capital market trends and conditions, the Company’s ability to raise sufficient additional capital to finance its operations from time to time will depend on a number of factors specific to the Company’s operations such as operating expenses and progress in out-licensing its technologies and development of its product candidates. The unavailability or inadequacy of financing to meet future capital needs could force the Company to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of its stockholders. The Company cannot assure that adequate financing will be available on favorable terms, if at all. The Company recognized net loss of approximately $ 9.4 million for the period ended March 31, 2024. The Company used approximately $ 1.6 million in net cash from operating activities for the period ended March 31, 2024 and has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company implements its business plan. Management believes that its cash and cash equivalents of $ 8.7 million as of March 31, 2024, along with the approximately $ 15 million of cash proceeds expected to be received from Juvenescence through the exercise of Post-Merger Warrants as provided in a “Side Letter”, will be used to fund Company operations but are not expected to be sufficient to satisfy the Company’s anticipated operating and other funding requirements for the twelve months from the issuance of these condensed consolidated interim financial statements. See Note 7, Stockholders’ Equity/(Deficit) The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations. Therapeutic drug candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company expects to largely rely on raising capital from equity investors for funding its operations. Some funding is expected to be obtained through licensing agreements or other arrangements with commercial entities. As a result of recurring losses from operations and recurring negative cash flows from operations, there is substantial doubt regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively. If sufficient capital is not available, the Company would be required to delay, limit, reduce, or terminate its product development or future commercialization efforts or grant rights to develop and market therapeutic candidates to other entities. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements and related notes for the years ended December 31, 2023 and 2022 attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on April 1, 2024 . The accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. For consolidated entities where the Company has less than 100% of ownership, the Company records net loss attributable to noncontrolling interest on the consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. The noncontrolling interest is reflected as a separate element of stockholders’ equity (deficit) on the Company’s consolidated balance sheets. Any material intercompany transactions and balances have been eliminated upon consolidation. The Company 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 the Company’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, the Company considers whether it must consolidate the VIE or provide additional disclosures regarding its involvement with the VIE. If the Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. For entities the Company holds as an equity investment that are not consolidated under the VIE model, the Company 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. The Company has five subsidiaries: Legacy Serina and UniverXome, which are wholly-owned subsidiaries, and ReCyte Therapeutics, Inc. (“ReCyte”), Reverse Bioengineering, Inc. (“Reverse Bio”), and NeuroAirmid Therapeutics, Inc. (“NeuroAirmid”). Following the Merger, the Company is primarily focused on developing Legacy Serina’s product candidates which are described elsewhere in this Report. Prior to the Merger, on March 26, 2024, pursuant the Merger Agreement, the Company contributed all of its stock in Reverse Bio and ReCyte, along with substantially all of the assets (other than the stock of NeuroAirmid) of the Company to UniverXome. In exchange for the contribution of those assets, UniverXome assumed certain liabilities, including all of the Company’s indebtedness to Juvenescence. UniverXome owns 94.8% of the outstanding capital stock of ReCyte. ReCyte owns certain pre-clinical research and development assets involving stem cell-derived endothelial and cardiovascular related progenitor cells for the treatment of vascular disorders and ischemic conditions. The Company owns 100% of the outstanding capital of Reverse Bio through UniverXome. Reverse Bio owns assets involved in partial cellular reprogramming using its iTR™ technology with the intent to revert aged or diseased cells to a healthy and functional state. NeuroAirmid is jointly owned by the Company and certain researchers from the University of California and was organized to pursue certain cell therapies, focusing initially on Huntington’s Disease. The Company owns 50% of the outstanding capital stock of NeuroAirmid. The Company consolidates NeuroAirmid despite not having majority ownership interest as it has the ability to influence decision making and financial results through contractual rights and obligations as per Accounting Standards Codification (“ASC”) 810, Consolidation Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (ii) the reported amounts of revenues and expenses during the reporting period, in each case with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, determining the fair value of the Company’s embedded derivatives in the convertible notes payable and receivable, and assumptions used to value stock-based awards or other equity instruments and liability classified warrants. Actual results could differ materially from those estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash equivalents. The Company maintains its cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions and may at times hold investments at Securities Investor Protection Corporation (“SIPC”) insured broker-dealers. At times, the balances in these accounts may be in excess of FDIC and SIPC insured limits. At March 31, 2024 and December 31, 2023, cash and cash equivalents deposits in excess of FDIC limits were approximately $ 2.6 million and $ 0 respectively, and investments and deposits in excess of SIPC limits were $ 5.4 and $ 7.3 million, respectively. For the periods ended March 31, 2024 and 2023, 100% of the Company’s revenue for the periods presented are related to a single grant from U.S. Government agency. See Note 4, Grant Revenues, Product candidates developed by the Company and its subsidiaries will require approvals or clearances from the United States Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that any of the product candidates being developed or planned to be developed by the Company or its subsidiaries will receive any of the required approvals or clearances. If regulatory approval or clearance were to be denied or any such approval or clearance was to be delayed, it would have a material adverse impact on the Company. Fair value measurements of financial instruments The Company has adopted ASC Topic 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. Accounting for warrants The Company 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 Fair Value Measurements Redeemable convertible preferred stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. As of December 31, 2023, the Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. The redeemable preferred stock were converted to common stock on March 26, 2024 upon consummation of the Merger. Cash, cash equivalents, and restricted cash In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash March 31, 2024 December 31, 2023 Cash and cash equivalents $ 8,706 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,756 $ 7,619 (1) Restricted cash entirely represents the deposit required to maintain the Company’s corporate credit card program. Property and equipment, net Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 - 10 years. Leases The Company 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. Under the available practical expedients, and as applicable, the Company accounts for the lease and non-lease components as a single lease component. The Company recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet. ROU assets represent an entity’s right to use an underlying asset during the lease term and lease liabilities represent an entity’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease agreement does not provide an implicit rate in the contract, the lessee 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. For such purposes, the lease term applied may include options to extend or terminate the lease when it is reasonably certain that the Company or a subsidiary will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not capitalize leases that have terms of twelve months or less. The Company entered into five long-term, non-cancelable operating leases, of which four are related to laboratory and office facilities located in Huntsville, Alabama and one for a laboratory equipment. The leases expire on various dates from September 2024 through January 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company also leases two pieces of equipment for various terms under long-term, non-cancelable finance lease agreements which expire in September 2024 and February 2025. The Company has elected to combine lease and non lease components as a single component. As required under ASC 842, operating leases are recognized on the consolidated balance sheet as ROU lease assets, current lease liabilities, and non-current lease liabilities. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. Intangible assets, net Intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) with alternative future use and patents, is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 years. See Note 3, Selected Balance Sheet Components Impairment of long-lived assets The Company 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. The Company’s long-lived assets consists entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. There has been no impairment of long-lived assets for the accounting periods presented. Revenue recognition The Company 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, the Company 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. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. The Company applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Grant revenues – Research and Development Arrangements. In applying the provisions of Topic 606, the Company 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. The Company 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. License revenues - The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. However, if a contract has multiple distinct performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and, if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights, and does not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Research and development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. Research and development expenses incurred and reimbursed by grants from third parties or governmental agencies, if any and as applicable, approximate the respective revenues recognized in the condensed consolidated statements of operations. General and administrative General and administrative expenses consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel, and professional and consulting fees. Income taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. Basic and diluted net earnings (loss) per share attributable to common stockholders Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. Reclassifications Certain reclassifications have been made to the prior period condensed consolidated interim financial statements to conform to current year presentation of the Accounts payable and accrued liabilities Recently adopted accounting pronouncements In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Recently Issued Accounting Pronouncements Not Yet Adopted In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (ASU 2024-02). ASU 2024-02 removes various references to the FASB’s Concepts Statements from the FASB’s Accounting Standards Codification (Codification or GAAP). The Concepts Statements are non-authoritative guidance issued by the FASB that provide the objectives, qualitative characteristics and other concepts that govern the development of accounting principles by the FASB. The ASU indicates that the goal of the amendments is to simplify the Codification and distinguish between nonauthoritative and authoritative guidance (since, unlike the Codification, the concepts statements are nonauthoritative). This ASU is effective for the Company beginning January 1, 2025 and is not expected to have a material impact on the condensed consolidated interim financial statements. | Note 1 - Summary of Significant Accounting Policies Nature of Business Serina Therapeutics, Inc. (the “Company” or “Serina”) is a privately-held clinical-stage biotechnology company developing a pipeline of wholly owned drug product candidates to treat neurological diseases and pain. Serina’s POZ drug delivery technology is designed to enable certain existing drugs and novel drug candidates to be modified in a way that may provide an increase in efficacy and safety of the resulting polymeric drug conjugate. Serina’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). Serina’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. Serina is headquartered in Huntsville, Alabama. Basis of Accounting The accompanying financial statements reflect the operations of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Plan of Merger As described in Note 17, on August 29, 2023, the Company entered into the Agreement and Plan of Merger and Reorganization with AgeX Therapeutics, Inc. and Canaria Transaction Corporation (the “Plan of Merger”). Pursuant to the Plan of Merger, AgeX Therapeutics, Inc. will merge with and into the Company, Canaria Transaction Corporation will cease to exists, and the Company will become a direct, wholly owned subsidiary of AgeX Therapeutics, Inc. (“AgeX”). Subject to the Plan of Merger, at the effective time of the Merger, AgeX will issue shares of its common stock to the Company’s former shareholders, representing approximately 75 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Liquidity The Company recognized net income of approximately $ 5,300,000 2,400,000 The Company had cash on hand of approximately $ 6,900,000 10,100,000 3,000,000 15 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company largely relies on raising capital from equity investors for funding its operations. Some funding is obtained through licensing agreements or other arrangements with commercial entities. As a result of recurring losses from operations and recurring negative cash flows from operations, there is substantial doubt regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively. If sufficient capital is not available, the Company would be required to delay, limit, reduce, or terminate its product development or future commercialization efforts or grant rights to develop and market therapeutic candidates to other entities. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Cash and Cash Equivalents Cash and cash equivalents includes funds held in readily available checking and money market type accounts. Contract Liabilities Contract liabilities include billings in excess of revenue recognized. Contract liabilities are classified as current based on the Company’s contract operating cycle and reported on a contract-by-contract basis, net of revenue recognized, at the end of each reporting period. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 10 Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. No Revenue Recognition The Company recognizes revenue under a grant contract with a commercial entity under federal funding in accordance with ASC 606, Revenue from Contracts with Customers. Under the commercial grant, the Company received substantially all funding upon award of the grant, and recognizes revenue as eligible expenses under the grant are incurred. The Company has concluded that it is a principal in the grant contract and, accordingly, recognizes revenue in the gross amount of consideration to which it is entitled from the agency in exchange for the services provided. The Company also recognizes revenue under licensing agreements with commercial entities in accordance with ASC 606, Revenue from Contracts with Customers. Under revenue sharing licensing agreements, the Company receives reimbursement for eligible costs as well as payments upon the achievement of certain milestones as defined by the contract. These licensing agreements provide for the Company to receive a certain percentage of revenue from sales of their product. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Various economic factors affect revenues and cash flows. Services are primarily provided under grants from U.S. Government agencies and a licensing agreement with a commercial entity, with amounts invoiced quarterly or upon the achievement of a milestone and typically being collected within one month. Research and Development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents in accounts with high quality, federally insured financial institutions. At times, the balances in these accounts may be in excess of federally insured limits, including the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC). At December 31, 2023 and 2022, cash and cash equivalents in excess of FDIC limits was $ 0 282,000 7,300,000 0 For the year ended December 31, 2023, 95 85 Fair Value of Financial Instruments The Company has adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. The Company has elected to measure the convertible promissory notes at fair value on a recurring basis. Redeemable Convertible Preferred Stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. The Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. |
Selected Balance Sheet Componen
Selected Balance Sheet Components | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Selected Balance Sheet Components | 3. Selected Balance Sheet Components Property and equipment, net Property and equipment at March 31, 2024 and December 31, 2023 net of accumulated depreciation expenses was as follows (in thousands): Schedule of Property and Equipment March 31, 2024 December 31, 2023 Computer equipment $ 31 $ 30 Equipment 850 837 Software 96 96 Total property and equipment 977 963 Less accumulated depreciation (413 ) (390 ) Total property and equipment, net $ 564 $ 573 Depreciation expense for the periods ended March 31, 2024 and 2023 totaled approximately $ 23,000 and $ 13,000 respectively. Intangible assets, net At March 31, 2024, intangible assets, primarily consisting of acquired IPR&D with alternative use and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net March 31, 2024 Intangible assets $ 576 Accumulated amortization (2 ) Total intangible assets, net $ 574 The Company recognized approximately $ 2,000 in amortization expense of intangible assets, included in research and development expenses, for the three months ended March 31, 2024. The Company did not have intangible assets prior to the Merger which consummated on March 26, 2024. Amortization of intangible assets for periods subsequent to March 31, 2024 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization 2024 98 2025 131 2026 132 Thereafter 213 Total $ 574 Accounts payable and accrued liabilities At March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities March 31, 2024 December 31, 2023 Accounts payable $ 2,605 $ 580 Accrued compensation 111 13 Accrued vendors and other expenses 1,297 570 Total accounts payable and accrued liabilities $ 4,013 $ 1,163 | |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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 |
Grant Revenues
Grant Revenues | 3 Months Ended |
Mar. 31, 2024 | |
Grant Revenues | |
Grant Revenues | 4. Grant Revenues In August 2022, the Company was awarded a $ 250,000 NIH grant through the Innovative Alabama Supplemental Grant Program (the “Supplemental Grant Program”) under which the Company received $ 245,000 upon execution of the award. The grant provided funding for continued research and development for the treatment of neurological disorders and stroke over the grant period, August 2022 through December 2023. Based on our evaluation under the accounting guidance aforementioned, this grant agreement is accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized when the related research and development expenses are incurred. Accordingly, the upfront payment was recorded as deferred revenue and recognized to revenues as allowable expenses were incurred. The Company substantially completed its obligation under the grant by December 31, 2023 and accordingly recognized all of the $ 245,000 by that date. The Company recognized the remaining $ 5,000 as grant revenues during the three months ended March 31, 2024 upon submission and clearance of a final report pursuant to the terms of the grant agreement. During the three months ended March 31, 2023, the Company incurred approximately $ 30,000 of allowable expenses under the grant and accordingly, such amount was recognized as grant revenues in that period. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Related Party Transactions | 5. Related Party Transactions Convertible Notes Agreement and Asset Contribution Agreement On March 26, 2024, AgeX entered into an Asset Contribution Agreement with UniverXome (the “Asset Contribution Agreement”) pursuant to which AgeX transferred to UniverXome all of AgeX’s capital stock in Reverse Bio and ReCyte, along with certain patents, patent applications, and other intellectual property, certain biological materials, certain trademarks and service marks, certain equipment, certain inventory, and certain files and records relating to the foregoing, and UniverXome assumed all of the Liabilities (as defined in the Merger Agreement) in existence as the Effective Time (as defined in the Merger Agreement) other than the Transaction Expenses (as defined in the Merger Agreement) and certain other liabilities. Concurrently with the execution of the Asset Contribution Agreement, AgeX, and its subsidiaries UniverXome, Reverse Bio, and ReCyte (the “Subsidiary Obligors”), entered into an Agreement with Respect to the Convertible Notes (the “Convertible Notes Agreement”) with Juvenescence. Under the Convertible Notes Agreement and related documents, AgeX transferred to UniverXome, and UniverXome assumed, all of AgeX’s rights and obligations under. Pursuant to the Convertible Notes Agreement, Juvenescence agreed to release AgeX from its obligations under (i) the 2022 Secured Note and the 2023 Secured Note discussed below (collectively, the “Convertible Notes”), together with (ii) all agreements evidencing or securing the Convertible Notes, including certain security agreements, and UniverXome assumed all of AgeX’s obligations under the Convertible Notes and related agreements, including the security agreements. As a result, (i) Juvenescence agreed to look solely to UniverXome, and ReCyte and Reverse Bio as guarantors, for any and all obligations, including repayment, under the Convertible Notes, the security agreements, and related documents, and (ii) Juvenescence released its security interests in the assets of AgeX and certain subsidiaries, including its security interests in the stock of UniverXome, the stock and assets of Merger Sub, the stock and assets of NeuroAirmid, and certain cGMP embryonic cell lines used to support the NeuroAirmid business, and any security interest that it might have in the stock and assets of Merger Sub and Legacy Serina, while retaining its security interest in the stock and assets of ReCyte and Reverse Bio and in AgeX assets transferred to UniverXome. Juvenescence also agreed to provide the Company with a claims reserve for the purpose of settling and paying the costs associated with certain claims and demands of, and liabilities against, the Company, which claims reserve will be an additional debt obligation of UniverXome. The Convertible Notes Agreement amended certain provisions of the 2022 Secured Note and 2023 Secured Note to eliminate (i) the provisions permitting Juvenescence and AgeX to convert outstanding amounts owed into shares of AgeX common stock, and (ii) certain related provisions. The Convertible Notes Agreement includes a mechanism for adjusting the amount outstanding under the 2022 Secured Note as necessary for AgeX to have had $ 500,000 of immediately spendable non-restricted cash net of all payables and other liabilities as of the closing of the Merger to meet the closing condition under the Merger Agreement. Indebtedness Exchange Agreement and Issuance of AgeX Preferred Stock 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 a Secured Convertible Facility Agreement (the “2020 Loan Agreement”), the 2022 Secured Note, and the 2023 Secured Note discussed below. The Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of AgeX common stock on February 1, 2024. 2022 Secured Note The following summary of the 2022 Secured Note is qualified by the terms of the Convertible Notes Agreement which substitutes UniverXome for AgeX as the “borrower” and primary obligor pursuant to the 2022 Secured Note and the Security Agreement described below, and which amends certain provisions of the 2022 Secured Note. 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 line of credit for a period of 12 months. The Company drew an initial $ 8,160,000 of the line of credit and used $ 7,160,000 to refinance the outstanding principal and the loan origination fees under a prior loan agreement with Juvenescence. On February 9, 2023, AgeX and Juvenescence entered into an Amended and Restated Secured Convertible Promissory Note which amends and restates the 2022 Secured Note and added $ 2,000,000 to the line of credit available to be borrowed by AgeX, under the 2022 Secured Note subject to Juvenescence’s discretion to approve each loan draw. On May 9, 2023, AgeX and Juvenescence entered into an Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (the “Second Amendment”) that increased the amount of the line of credit available to AgeX by $ 4,000,000 subject to the terms of the 2022 Secured Note and Juvenescence’s discretion to approve and fund each of AgeX’s future draws of that additional amount of credit. On June 2, 2023, AgeX and Juvenescence entered into a Third Amendment to Amended and Restated Convertible Promissory Note (the “Third Amendment’), to provide that (i) AgeX may draw on the available portion of the line of credit under the 2022 Secured Note until the earlier of the date a Qualified Offering as defined in the 2022 Secured Note is consummated by AgeX or October 31, 2023 (subject to Juvenescence’s discretion to approve each loan draw as provided in the 2022 Secured Note), (ii) AgeX will not be obligated to issue additional common stock purchase warrants to Juvenescence in connection with the receipt of loan funds made available pursuant to the Second Amendment, and (iii) the definition of “Reverse Financing Condition” was amended to extend to June 20, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by Reverse Bio. 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 was amended to extend to October 31, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by ReverseBio, and (ii) certain aspects of the loan conversion provisions of the 2022 Secured Note were amended. 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 increased the amount of the line of credit available to AgeX by $ 4,400,000 subject to the terms of the 2022 Secured Note and Juvenescence’s discretion to approve and fund each of AgeX’s future draws of that additional amount of credit. Concurrently with the execution of the Fifth Amendment, AgeX also entered into an additional Pledge Agreement to add shares of a subsidiary to the collateral under the Security Agreement, and AgeX’s subsidiaries ReCyte, Reverse Bio, and UniverXome each entered into a Guaranty Agreement and Joinder Agreement pursuant to which each of them agreed to guaranty AgeX’s obligations to Juvenescence pursuant to the 2022 Secured Note, as amended by the Fifth Amendment, and to grant Juvenescence a security interest in their respective assets pursuant to the Security Agreement to secure their obligations to Juvenescence. 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. See Note 13, Subsequent Events 525,000 credit. On March 26, 2024, AgeX entered into an Allonge and Seventh Amendment to the Amended and Restated Convertible Promissory Note (the “Seventh Amendment”) that provided the Company an additional $ 2,400,000 of credit subject to the terms of the 2022 Secured Note which was drawn entirely on March 29, 2024. From January 1 through March 31, 2024, AgeX drew in the aggregate $ 5,800,000 of its credit available under the 2022 Secured Note with Juvenescence. As of March 31, 2024, AgeX had borrowed a total of $ 25,960,000 under the 2022 Secured Note, of which $ 7,500,000 was borrowed during the year ended December 31, 2023. During July 2023, $ 17,992,800 of 2022 Secured Note indebtedness, comprised of $ 16,660,000 borrowing and $ 1,332,800 of accrued loan origination fees, was extinguished in exchange for shares of AgeX Series A Preferred Stock and Series B Preferred Stock pursuant to an Exchange Agreement between AgeX and Juvenescence (the “Exchange Agreement”). As an arrangement fee for the 2022 Secured Note, AgeX agreed to 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 shares of AgeX common stock, of which 2022 Warrants to purchase 53,980 shares of AgeX common stock were issued during the year ended December 31, 2023. The exercise prices of the 2022 Warrants issued through December 31, 2023 ranged from $ 20.75 per share to $ 30.94 per share representing the market closing price of AgeX common stock on the NYSE American on the one day prior to delivery of the drawdown notices. However, 2022 Warrants to purchase a total of 164,889 shares of AgeX common stock were cancelled pursuant to the Merger Agreement and the remaining 2022 Warrants to purchase a total of 129,593 shares of common stock at prices ranging from $ 20.75 to $ 25.01 remain in effect. The number of shares issuable upon exercise of the 2022 Warrants and the exercise price per share are subject to adjustment upon the occurrence of certain events such as a stock split or reverse split or combination of the common stock, stock dividend, recapitalization or reclassification of the common stock, and similar events, and have been adjusted to give effect to the a 1 for 35.17 reverse stock split that AgeX implemented on March 14, 2024. See Note 7, Stockholders’ Equity/(Deficit) Conversion of Loan Amounts to Common Stock – Default Provisions – if any indebtedness of UniverXome 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 UniverXome in excess of $25,000 is not paid on its due date; (e) UniverXome stops payment of its debts generally or ceases or threatens to cease to carry on its business or is unable to pay its debts as they fall due or is deemed by a court of competent jurisdiction to be unable to pay its debts as they fall due, or enters into any arrangements with its creditors generally; (f) if (i) an involuntary proceeding (other than a proceeding instituted by Juvenescence or an affiliate of Juvenescence) shall be commenced or an involuntary petition shall be filed seeking liquidation, reorganization or other relief in respect of UniverXome and any subsidiary, or of all or a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) an involuntary appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for UniverXome or a subsidiary or for a substantial part of its assets occurs (other than in a proceeding instituted by Juvenescence or an affiliate of Juvenescence), and, in any such case, such proceeding shall continue undismissed and unstayed for sixty (60) consecutive days without having been dismissed, bonded or discharged or an order of relief is entered in any such proceeding; (g) it becomes unlawful for UniverXome to perform all or any of its obligations under the 2022 Secured Note or any authorization, approval, consent, license, exemption, filing, registration or other requirement of any governmental, judicial or public body or authority necessary to enable UniverXome to comply with its obligations under the 2022 Secured Note or to carry on its business is not obtained or, having been obtained, is modified in a manner that precludes UniverXome or its subsidiaries from conducting their business in any material respect, or is revoked, suspended, withdrawn or withheld or fails to remain in full force and effect; (h) the issuance or levy of any judgment, writ, warrant of attachment or execution or similar process against all or any material part of the property or assets of UniverXome or a subsidiary if such process is not released, vacated or fully bonded within 60 calendar days after its issue or levy; (i) any injunction, order, judgment or decision of any court is entered or issued which, in the opinion of Juvenescence, materially and adversely affects, or is reasonably likely so to affect, the ability of UniverXome or a subsidiary to carry on its business or to pay amounts owed to Juvenescence under the 2022 Secured Note; (j) UniverXome, whether in a single transaction or a series of related transactions, sells, leases, licenses, consigns, transfers or otherwise disposes of any material portion of its assets (with any such disposition with respect to any asset or assets with a fair value of at least $ 250,000 being deemed material), other than (i) certain permitted investments (ii) sales, transfers and dispositions of inventory in the ordinary course of business, (iii) any termination of a lease of real or personal property that is not necessary in the ordinary course of the UniverXome’s business, could not reasonably be expected to have a material adverse effect and does not result from UniverXome’s default, and (iv) any sale, lease, license, consignment, transfer or other disposition of assets that are no longer necessary in the ordinary course of business or which has been approved in writing by Juvenescence; (k) any of the following shall occur: (i) the security and/or liens created by the Security Agreement or any other Loan Document shall at any time cease to constitute valid and perfected security and/or liens on any material portion of the collateral intended to be covered thereby; (ii) except for expiration in accordance with its terms, the Security Agreement or any other Loan Document pursuant to which a lien is granted by UniverXome in favor of Juvenescence shall for whatever reason be terminated or shall cease to be in full force and effect; (iii) the enforceability of the Security Agreement or any other Loan Document pursuant to which a lien is granted by UniverXome in favor of Juvenescence shall be contested by UniverXome or a subsidiary; (iv) UniverXome shall assert that its obligations under the 2022 Secured Note or any other Loan Document shall be invalid or unenforceable; or (v) a loss, theft, damage or destruction occurs with respect to a material portion of the collateral; (l) there is any change in the financial condition of UniverXome and its subsidiaries which, in the opinion of Juvenescence, materially and adversely affects, or is reasonably likely so to affect, the ability of UniverXome to perform any of its obligations under the 2022 Secured Note; and (m) any representation, warranty or statement made, repeated or deemed made or repeated by UniverXome in the 2022 Secured Note, or pursuant to the Loan Documents, is incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed made. Restrictive Covenants – 2023 Secured Note The following summary of the 2023 Secured Note is qualified by the terms of the Convertible Notes Agreement which substitutes UniverXome for AgeX as the “borrower” and primary obligor pursuant to the 2023 Secured Note and the Security Agreement described below, and which amends certain provisions of the 2023 Secured Note. On March 13, 2023, AgeX and Juvenescence entered into a $ 10 Million Secured Convertible Promissory Note (the “2023 Secured Note”) pursuant to which Juvenescence loaned to AgeX $ 10,000,000 AgeX used the loan proceeds to finance a $ 10,000,000 loan to Serina which was converted into Serina common stock in connection with the Merger. On July 31, 2023, AgeX and Juvenescence entered into an amendment to the 2023 Secured Note that mirrors the amendments of the 2022 Secured Note pursuant to the Fourth Amendment of the 2022 Secured Note described above and also modified certain aspects of the conversion provisions of the 2023 Secured Note. 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 shares of AgeX Series B Preferred Stock pursuant to the Exchange Agreement. The 2023 Secured Note included provisions allowing AgeX or Juvenescence to convert the loan balance and any accrued but unpaid origination fee into the Company common stock; however those provisions were eliminated from the 2023 Note pursuant to the Convertible Notes Agreement. 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. Security Agreement AgeX entered into a Security Agreement on February 14, 2022 in favor of Juvenescence as the secured party in connection with the 2022 Secured Note, and subsequently an Amended and Restated Security Agreement that amended the February 14, 2022 Security Agreement and added the 2023 Secured Note to the obligations secured by the Security Agreement. The Security Agreement, as so amended, granted 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. Pursuant to the Convertible Notes Agreement, UniverXome assumed AgeX’s obligations under the Security Agreement and Juvenescence released its security interests in the assets of AgeX and certain subsidiaries, including its security interests in the stock of UniverXome, the stock and assets of Merger Sub, the stock and assets of NeuroAirmid, and certain cGMP embryonic cell lines used to support the NeuroAirmid business, and any security interest that it might have in the stock and assets of Merger Sub and Legacy Serina, while retaining its security interest in the stock and assets of ReCyte and Reverse Bio and in AgeX assets transferred to UniverXome. If an Event of Default occurs under the 2022 Note, the 2023 Note or the Security Agreement, Juvenescence will have the right to foreclose on the assets pledged as collateral. Debt Issuance Costs In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, The following table summarizes the debt balances net of unamortized deferred debt issuance costs by loan agreement as of March 31, 2024 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Principal Origination Total Debt Unamortized Total Current 2022 Secured Note $ 9,300 $ 595 $ 9,895 $ (149 ) $ 9,746 Non-current 2023 Secured Note - 693 693 - 693 Total debt, net $ 9,300 $ 1,288 $ 10,588 $ (149 ) $ 10,439 Related Party Payables As of March 31, 2024, approximately $ 66,000 was payable to Juvenescence included in related party payables, net, on the consolidated balance sheets. | |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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”). |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Stock-Based Awards | 8. Stock-Based Awards Equity Incentive Plan Awards Serina 2024 Equity Incentive Plan On March 27, 2024, the Company’s Board of Directors adopted the 2024 Equity Incentive Plan, (the “2024 Incentive Plan”). Under the 2024 Incentive Plan, the Company has reserved 1,725,000 shares of common stock for the grant of stock options or the sale of restricted stock (“Restricted Stock”) or for the settlement of restricted stock units which are hypothetical units issued with reference to common stock (“Restricted Stock Units” or “RSUs”). The Company may also grant stock appreciation rights (“SARs”) under the Incentive Plan. The Plan also permits the Company to issue such other securities as its Board of Directors or the Compensation Committee administering the Incentive Plan may determine. Awards of stock options, Restricted Stock, SARs, and RSUs (“Awards”) may be granted under the Incentive Plan to the Company employees, directors, and consultants. A summary of Serina stock option activity under the 2024 Incentive Plan and related information follows (in thousands, except weighted average exercise price): Summary of Stock Option Activity Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted- Average Exercise Price 2024 Incentive Plan adopted on March 27, 2024 1,725 - - $ - Stock options granted (72 ) 72 - 14.8715 Balance at March 31, 2024 1,653 72 - $ 14.8715 Options exercisable at March 31, 2024 4 $ 14.8715 Serina 2017 Stock Option Plan In 2017, the Legacy Serina’s Board of Directors adopted the Serina Therapeutics, Inc. 2017 Stock Option Plan (the “2017 Option Plan”) that provides for the granting of stock options to employees. Pursuant to the Merger Agreement, the Company assumed the outstanding stock options granted by Legacy Serina under the 2017 Option Plan. The options were adjusted such that after the Merger each such option granted and outstanding under the 2017 Option Plan represents the right to purchase a number of shares of Company common stock equal to 0.97682654 multiplied by the number of shares of Legacy Serina common stock issuable upon the exercise of such options granted and outstanding under the 2017 Option Plan prior to the Merger. As of March 31, 2024, options to purchase 1,651,634 shares of Company common stock were outstanding under the 2017 Option Plan, which options have an exercise price of $ 0.06 and expire on dates ranging from May 2031 to December 2032. Pursuant to the Merger Agreement, no further options shall be granted under the 2017 Option Plan. Serina 2017 Equity Incentive Plan Under the Serina 2017 Equity Incentive Plan, as amended (the “2017 Incentive Plan” formerly AgeX 2017 Equity Incentive Plan), the Company has reserved 241,683 shares of common stock for the grant of stock options or the sale of Restricted Stock or for the settlement of RSUs. Pursuant to the Merger Agreement, all “out of the money” options (meaning those options with an exercise price equal to or greater than $ 0.7751 on a pre-reverse stock split basis) were canceled and no further options shall be granted under the 2017 Incentive Plan. The “in the money” stock options were adjusted for the reverse stock split ratio of 1 for 35.17. As of March 31, 2024, there were 12,212 stock options granted and outstanding with exercise prices ranging from $ 13.19 to $ 26.73 per share and expiration dates ranging from June 2024 to January 2034. As of March 21, 2024, no stock options under the 2017 Incentive Plan had been exercised. Stock-based Compensation Expense The Company recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with ASC 718, Compensation – Stock Compensation The Company uses the Black-Scholes option pricing model for estimating the fair value of options granted under its equity award plans, including the 2024 Incentive Plan, 2017 Option Plan, and 2017 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. The Company 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. The Company 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. During the period January 1, 2024 through March 31, 2024, the Company granted stock options to purchase 72,378 shares of common stock to certain employees and consultants under the 2024 Incentive Plan, with a grant date fair value of approximately $ 12.79 per share. Total unrecognized compensation cost related to unvested stock option grants of approximately $ 874,000 as of March 31, 2024 is expected to be recognized over a period ranging from 2 to 4 years. Stock-based compensation expense has been allocated to operating expenses as follows (in thousands): Schedule of Stock Based Compensation Expense 2024 2023 Three Months Ended 2024 2023 Research and development $ 4 $ - General and administrative 49 2 Total stock-based compensation expense $ 53 $ 2 The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions including the market price of the underlying common stock, expected option life, risk-free interest rates, volatility, and dividend yield. The assumptions that were used to calculate the grant date fair value of employee and non-employee stock option grants for the three months ended March 31, 2024 were as follows: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended 2024 (1) 2023 (2) Exercise price $ 14.8715 $ - Market price $ 14.8715 $ - Expected life (in years) 5.76 - Volatility 117.83 % - % Risk-free interest rates 4.18 % - % Dividend yield - % - % (1) Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024. (2) There were no stock options granted during the period. 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 the Company had made different assumptions, its stock-based compensation expense and net loss for the three months ended March 31, 2024 and 2023 may have been significantly different. The Company does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred. | Note 11 - Stock Option Plan Stock Option Plan Description In 2007, the Company’s Board of Directors (“the Board”) adopted the Serina Therapeutics, Inc. 2007 Stock Option Plan (the 2007 Plan) that provides for the granting of stock options to employees. The 2007 Plan as amended in March 2014 reserved 2,000,000 Options granted under the 2007 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant, or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs In 2017, the Serina Therapeutics, Inc. 2007 Plan by its terms expired, except with respect to unexercised stock options outstanding under the 2007 Plan. No future stock options shall be awarded under the 2007 Plan. In 2017, the Company’s Board adopted the Serina Therapeutics, Inc. 2017 Stock Option Plan (the 2017 Plan) that provides for the granting of stock options to employees. The 2017 Plan reserved 1,000,000 2,000,000 2,100,000 Options granted under the 2017 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs Vesting and Exercisability Stock options are exercisable at such time or times and subject to such terms and conditions as determined by the Board at or after grant. If the Board provides, in its sole discretion, that any stock option is exercisable only in installments, the Board may waive such installment exercise provisions at any time at or after the grant, in whole or in part, based on such factors as the Board shall determine, in its sole discretion. The terms of the grants are generally for ten years (or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, the term shall be five years) and vest over a period of time as determined on the date of the grant. Stock-Based Compensation The Company follows the provisions of the FASB ASC 718, Compensation - Stock Compensation SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Valuation and Expense The Company recognizes compensation expense related to stock options on a straight-line basis over the requisite service period of the awards, which is generally three to four years. The Company estimates the fair value of options on the date of grant using the Black-Scholes-Merton option pricing model. There were no options issued during the years ended December 31, 2023 or 2022. The Company recorded stock-based compensation expense related to the stock options of $ 24,325 7,110 In 2021, all options outstanding as of December 31, 2020 were canceled and replaced, with the exception of 3,300 1,294,042 113 878 In February 2023, by vote of the Board all remaining unvested options became fully vested. Therefore as of December 31, 2023, the Company had no unrecognized compensation cost related to nonvested stock options. Details of stock option activity for the years ended December 31, 2023 and 2022 are as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Outstanding at December 31, 2022 2,012,750 $ 0.06 Forfeited (7,000 ) 0.06 Exercised (248,934 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2023 1,756,816 $ 0.06 Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 2,036,450 $ 0.06 Exercised (73,700 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2022 2,012,750 $ 0.06 The following table summarizes information about stock options exercisable at December 31, 2023: Schedule of Stock Options Exercisable Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price $ 0.06 1,756,816 7.46 $ 0.06 The following table summarizes information about nonvested stock options for the years ended December 31, 2023 and 2022: Schedule of Nonvested Stock Options Activity Nonvested Options Weighted Average Grant Date Fair Value Nonvested options at December 31, 2022 548,807 $ 0.05 Forfeited/cancelled (1,000 ) 0.03 Vested (547,807 ) 0.04 Granted 50,000 0.05 Exercised (73,700 ) 0.03 Nonvested options at December 31, 2023 - $ - Nonvested Options Weighted Average Grant Date Fair Value Nonvested options at December 31, 2021 656,742 $ 0.04 Granted 50,000 0.05 Vested (84,235 ) 0.04 Exercised (73,700 ) 0.03 Nonvested options at December 31, 2022 548,807 0.05 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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. |
Organization, Basis of Presenta
Organization, Basis of Presentation and Liquidity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Organization, Basis of Presentation and Liquidity | 1. Organization, Business Overview and Liquidity Serina Therapeutics, Inc. (“Serina” or the “Company”) was incorporated as AgeX Therapeutics, Inc. in January 2017 in the state of Delaware. On March 26, 2024, AgeX Therapeutics, Inc. completed a merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023 (the “Merger Agreement”), by and among AgeX Therapeutics, Inc. (“AgeX”), Canaria Transaction Corporation, an Alabama corporation and a wholly owned subsidiary of AgeX (“Merger Sub”), and Serina Therapeutics, Inc., an Alabama corporation (“Legacy Serina”), pursuant to which Merger Sub merged with and into Legacy Serina, with Legacy Serina surviving the merger as a wholly owned subsidiary of AgeX (the “Merger”). Additionally, on March 26, 2024, AgeX changed its name from “AgeX Therapeutics, Inc.” to “Serina Therapeutics, Inc.” (the “Company”). At the effective time of the Merger, each outstanding share of Legacy Serina capital stock (after giving effect to the automatic conversion of all shares of Legacy Serina preferred stock into shares of Legacy Serina common stock and excluding any shares held as treasury stock by Legacy Serina or held or owned by AgeX or any subsidiary of AgeX or of Legacy Serina and any dissenting shares) was converted into the right to receive 0.97682654 shares of AgeX common stock, which resulted in AgeX issuing an aggregate of 5,913,277 shares of AgeX common stock to the stockholders of Legacy Serina. In addition, AgeX assumed the Legacy Serina 2017 Stock Option Plan, and each outstanding and unexercised option to purchase Legacy Serina common stock and each outstanding and unexercised warrant to purchase Legacy Serina capital stock was adjusted with such stock options and warrants henceforth representing the right to purchase a number of shares of Company common stock equal to 0.97682654 multiplied by the number of shares of Legacy Serina common stock previously represented by such options and warrants. Following the consummation of the Merger, the business previously conducted by Serina became the business conducted by the Company, which is now a clinical-stage biotechnology company developing Serina’s drug product candidates. The Company’s headquarters are located in Huntsville, Alabama (Serina’s former headquarters). The Company is a clinical-stage biotechnology company developing a pipeline of wholly-owned drug product candidates to treat neurological diseases and pain. The Company’s POZ drug delivery technology is designed to enable certain existing drugs and novel drug candidates to be modified in a way that may provide an increase in efficacy and safety of the resulting polymeric drug conjugate. The Company’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). The Company’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. The therapeutic agents in the Company’s product candidates are typically well-understood and marketed drugs that are effective but are limited by pharmacokinetic (PK) profiles that can include toxicity, side effects and short half-life. We believe that by using POZ technology, drugs with narrow therapeutic windows can be designed to maintain more desirable and stable levels in the blood. We believe that POZ technology can be applied to small molecules, proteins, antibody drug conjugates, and other classes of molecules. Prior to the closing of the Merger, any assets of AgeX other than certain “Legacy Assets” were transferred into a recently formed subsidiary of AgeX, UniverXome Bioengineering, Inc. (“UniverXome”). UniverXome assumed (i) any outstanding indebtedness of AgeX to Juvenescence Limited (“Juvenescence”), which was secured by the assets contributed to UniverXome, (ii) most of the Company’s contracts with third parties, other than certain designated contracts and any contracts that were terminated before the Merger, and (iii) all other liabilities of the Company in existence as of the effective time of the Merger (other than certain transaction expenses related to the Merger). Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. Liquidity and Going Concern In addition to general economic and capital market trends and conditions, the Company’s ability to raise sufficient additional capital to finance its operations from time to time will depend on a number of factors specific to the Company’s operations such as operating expenses and progress in out-licensing its technologies and development of its product candidates. The unavailability or inadequacy of financing to meet future capital needs could force the Company to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of its stockholders. The Company cannot assure that adequate financing will be available on favorable terms, if at all. The Company recognized net loss of approximately $ 9.4 million for the period ended March 31, 2024. The Company used approximately $ 1.6 million in net cash from operating activities for the period ended March 31, 2024 and has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company implements its business plan. Management believes that its cash and cash equivalents of $ 8.7 million as of March 31, 2024, along with the approximately $ 15 million of cash proceeds expected to be received from Juvenescence through the exercise of Post-Merger Warrants as provided in a “Side Letter”, will be used to fund Company operations but are not expected to be sufficient to satisfy the Company’s anticipated operating and other funding requirements for the twelve months from the issuance of these condensed consolidated interim financial statements. See Note 7, Stockholders’ Equity/(Deficit) The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations. Therapeutic drug candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company expects to largely rely on raising capital from equity investors for funding its operations. Some funding is expected to be obtained through licensing agreements or other arrangements with commercial entities. As a result of recurring losses from operations and recurring negative cash flows from operations, there is substantial doubt regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively. If sufficient capital is not available, the Company would be required to delay, limit, reduce, or terminate its product development or future commercialization efforts or grant rights to develop and market therapeutic candidates to other entities. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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, 2024, 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, plus cash on hand remaining from the drawdown of the $ 4.4 million loan facility from Juvenescence, would not be sufficient to satisfy AgeX’s anticipated operating and other funding requirements for the next twelve months from the issuance of these consolidated financial statements. These conditions raise substantial doubt about AgeX’s ability to continue as a going concern. AgeX will need to obtain substantial additional funding in connection with its continuing operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should AgeX not continue as a going concern. 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. |
Convertible Note Receivable
Convertible Note Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
Convertible Note Receivable | Note 15 - Convertible Promissory Notes On March 15, 2023, The Company issued a convertible promissory note (the “AgeX-Serina Note”) in the amount of $ 10,000,000 7% The AgeX-Serina Note has various conversion options. The principal balance of the AgeX-Serina Note with accrued interest will automatically convert into the Company’s preferred stock if the Company raises at least $ 25,000,000 80% 105,000,000 5,000,000 The Company evaluated the AgeX-Serina Note in accordance with ASC Topic 815, Derivatives and Hedging SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The change in fair value of the instrument since inception date is recorded on a separate line item as a component of other income in the Company’s statements of operations. FASB ASC 825-10-25 allows the Company to elect the fair value option for recording financial instruments when they are initially recognized or if there is an event that requires re-measurement of the instruments at fair value, such as a significant modification of the debt. The Company elected the fair value option because they believed it to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing the hybrid financial instrument. As of March 15, 2023 (inception), the outstanding principal on the AgeX-Serina Note was approximately $ 10,000,000 7,760,000 4,780,000 From June through December 2022, the Company issued interest-bearing Convertible Promissory Notes (the “Serina Convertible Notes”) to various investors in the principal amount of $ 1,350,000 100,000 3,650,000 6% 15 Preferred Stock issued in the Qualified Financing at a conversion price of the lesser of i) a 20% 100 15 20.00 100,000,000 The Company evaluated the Serina Convertible Notes in accordance with ASC Topic 815, Derivatives and Hedging Because the Serina Convertible Notes are carried in their entirety at fair value, the value of the compound embedded conversion features and the redemption features are embodied in that fair value. The Company estimated the fair value of the hybrid instrument based on a probability weighted cash flow analysis. A Monte Carlo model, which considered the present value of the cash flows under the different scenarios using a credit risk adjusted rate, was considered by management to be the most appropriate method of encompassing credit risk and exercise behavior. Inputs used to value the hybrid instrument at inception (July 19, 2022) included, (i) present value of future cash flows using a credit risk adjusted rate of 16 2 90 70 30 13 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Management expects the probability of a change in control, default, or Qualified Financing event occurring over the remaining term of the Serina Convertible Notes to be minimal. However, this assumption will be considered each reporting period. Material changes due to instrument-specific credit risk are recorded in Other Comprehensive Income with all other changes in value being recorded in net income. For the year ended December 31, 2023, interest expense associated with the convertible notes was approximately $ 558,082 On July 26, 2023, all of the Convertible Promissory Notes described in this Note (excluding the AgeX-Serina Note) previously issued for a total principal amount of $ 1,450,000 82,695 117,903 962,584 117,903 |
Agex Therapeutics Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
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 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2023 | |
Agex Therapeutics Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Nature of Business | Nature of Business Serina Therapeutics, Inc. (the “Company” or “Serina”) is a privately-held clinical-stage biotechnology company developing a pipeline of wholly owned drug product candidates to treat neurological diseases and pain. Serina’s POZ drug delivery technology is designed to enable certain existing drugs and novel drug candidates to be modified in a way that may provide an increase in efficacy and safety of the resulting polymeric drug conjugate. Serina’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). Serina’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. Serina is headquartered in Huntsville, Alabama. | |
Basis of Accounting | Basis of Accounting The accompanying financial statements reflect the operations of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). | |
Plan of Merger | Plan of Merger As described in Note 17, on August 29, 2023, the Company entered into the Agreement and Plan of Merger and Reorganization with AgeX Therapeutics, Inc. and Canaria Transaction Corporation (the “Plan of Merger”). Pursuant to the Plan of Merger, AgeX Therapeutics, Inc. will merge with and into the Company, Canaria Transaction Corporation will cease to exists, and the Company will become a direct, wholly owned subsidiary of AgeX Therapeutics, Inc. (“AgeX”). Subject to the Plan of Merger, at the effective time of the Merger, AgeX will issue shares of its common stock to the Company’s former shareholders, representing approximately 75 | |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (ii) the reported amounts of revenues and expenses during the reporting period, in each case with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, determining the fair value of the Company’s embedded derivatives in the convertible notes payable and receivable, and assumptions used to value stock-based awards or other equity instruments and liability classified warrants. Actual results could differ materially from those estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Liquidity | Liquidity The Company recognized net income of approximately $ 5,300,000 2,400,000 The Company had cash on hand of approximately $ 6,900,000 10,100,000 3,000,000 15 SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company largely relies on raising capital from equity investors for funding its operations. Some funding is obtained through licensing agreements or other arrangements with commercial entities. As a result of recurring losses from operations and recurring negative cash flows from operations, there is substantial doubt regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively. If sufficient capital is not available, the Company would be required to delay, limit, reduce, or terminate its product development or future commercialization efforts or grant rights to develop and market therapeutic candidates to other entities. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes funds held in readily available checking and money market type accounts. | |
Revenue Recognition | Contract Liabilities Contract liabilities include billings in excess of revenue recognized. Contract liabilities are classified as current based on the Company’s contract operating cycle and reported on a contract-by-contract basis, net of revenue recognized, at the end of each reporting period. | |
Property and Equipment | Property and equipment, net Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 - 10 years. | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 10 Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. No |
Revenue Recognition | Revenue recognition The Company 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, the Company 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. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. The Company applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Grant revenues – Research and Development Arrangements. In applying the provisions of Topic 606, the Company 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. The Company 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. License revenues - The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. However, if a contract has multiple distinct performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and, if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights, and does not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. | Revenue Recognition The Company recognizes revenue under a grant contract with a commercial entity under federal funding in accordance with ASC 606, Revenue from Contracts with Customers. Under the commercial grant, the Company received substantially all funding upon award of the grant, and recognizes revenue as eligible expenses under the grant are incurred. The Company has concluded that it is a principal in the grant contract and, accordingly, recognizes revenue in the gross amount of consideration to which it is entitled from the agency in exchange for the services provided. The Company also recognizes revenue under licensing agreements with commercial entities in accordance with ASC 606, Revenue from Contracts with Customers. Under revenue sharing licensing agreements, the Company receives reimbursement for eligible costs as well as payments upon the achievement of certain milestones as defined by the contract. These licensing agreements provide for the Company to receive a certain percentage of revenue from sales of their product. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Various economic factors affect revenues and cash flows. Services are primarily provided under grants from U.S. Government agencies and a licensing agreement with a commercial entity, with amounts invoiced quarterly or upon the achievement of a milestone and typically being collected within one month. |
Research and Development | Research and development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. Research and development expenses incurred and reimbursed by grants from third parties or governmental agencies, if any and as applicable, approximate the respective revenues recognized in the condensed consolidated statements of operations. | Research and Development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. |
Concentrations of Credit Risk | Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash equivalents. The Company maintains its cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions and may at times hold investments at Securities Investor Protection Corporation (“SIPC”) insured broker-dealers. At times, the balances in these accounts may be in excess of FDIC and SIPC insured limits. At March 31, 2024 and December 31, 2023, cash and cash equivalents deposits in excess of FDIC limits were approximately $ 2.6 million and $ 0 respectively, and investments and deposits in excess of SIPC limits were $ 5.4 and $ 7.3 million, respectively. For the periods ended March 31, 2024 and 2023, 100% of the Company’s revenue for the periods presented are related to a single grant from U.S. Government agency. See Note 4, Grant Revenues, Product candidates developed by the Company and its subsidiaries will require approvals or clearances from the United States Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that any of the product candidates being developed or planned to be developed by the Company or its subsidiaries will receive any of the required approvals or clearances. If regulatory approval or clearance were to be denied or any such approval or clearance was to be delayed, it would have a material adverse impact on the Company. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents in accounts with high quality, federally insured financial institutions. At times, the balances in these accounts may be in excess of federally insured limits, including the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC). At December 31, 2023 and 2022, cash and cash equivalents in excess of FDIC limits was $ 0 282,000 7,300,000 0 For the year ended December 31, 2023, 95 85 |
Fair Value Measurements of Financial Instruments | Fair value measurements of financial instruments The Company has adopted ASC Topic 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. | Fair Value of Financial Instruments The Company has adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. The Company has elected to measure the convertible promissory notes at fair value on a recurring basis. |
Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. As of December 31, 2023, the Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. The redeemable preferred stock were converted to common stock on March 26, 2024 upon consummation of the Merger. | Redeemable Convertible Preferred Stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. The Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. |
Income Taxes | Income taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. | Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. |
Basic and Diluted Net Loss per Share Attributable to Common Stockholders | Basic and diluted net earnings (loss) per share attributable to common stockholders Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. | Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Segments | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. |
Restricted Cash | Cash, cash equivalents, and restricted cash In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash March 31, 2024 December 31, 2023 Cash and cash equivalents $ 8,706 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,756 $ 7,619 (1) Restricted cash entirely represents the deposit required to maintain the Company’s corporate credit card program. | |
Long-Lived Intangible Assets, Net | Intangible assets, net Intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) with alternative future use and patents, is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 years. See Note 3, Selected Balance Sheet Components | |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company 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. The Company’s long-lived assets consists entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. There has been no impairment of long-lived assets for the accounting periods presented. | |
Leases | Leases The Company 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. Under the available practical expedients, and as applicable, the Company accounts for the lease and non-lease components as a single lease component. The Company recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet. ROU assets represent an entity’s right to use an underlying asset during the lease term and lease liabilities represent an entity’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease agreement does not provide an implicit rate in the contract, the lessee 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. For such purposes, the lease term applied may include options to extend or terminate the lease when it is reasonably certain that the Company or a subsidiary will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not capitalize leases that have terms of twelve months or less. The Company entered into five long-term, non-cancelable operating leases, of which four are related to laboratory and office facilities located in Huntsville, Alabama and one for a laboratory equipment. The leases expire on various dates from September 2024 through January 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company also leases two pieces of equipment for various terms under long-term, non-cancelable finance lease agreements which expire in September 2024 and February 2025. The Company has elected to combine lease and non lease components as a single component. As required under ASC 842, operating leases are recognized on the consolidated balance sheet as ROU lease assets, current lease liabilities, and non-current lease liabilities. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. | |
Accounting for Warrants | Accounting for warrants The Company 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 Fair Value Measurements | |
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. | |
Recently Adopted Accounting Pronouncements | Recently adopted accounting pronouncements In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (ASU 2024-02). ASU 2024-02 removes various references to the FASB’s Concepts Statements from the FASB’s Accounting Standards Codification (Codification or GAAP). The Concepts Statements are non-authoritative guidance issued by the FASB that provide the objectives, qualitative characteristics and other concepts that govern the development of accounting principles by the FASB. The ASU indicates that the goal of the amendments is to simplify the Codification and distinguish between nonauthoritative and authoritative guidance (since, unlike the Codification, the concepts statements are nonauthoritative). This ASU is effective for the Company beginning January 1, 2025 and is not expected to have a material impact on the condensed consolidated interim financial statements. | |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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 | |
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 | |
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. | |
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. | |
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 | |
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. | |
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 | |
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. | |
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 | |
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, | |
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. | |
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. | |
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, P resentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation | |
Recently 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 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. For consolidated entities where the Company has less than 100% of ownership, the Company records net loss attributable to noncontrolling interest on the consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. The noncontrolling interest is reflected as a separate element of stockholders’ equity (deficit) on the Company’s consolidated balance sheets. Any material intercompany transactions and balances have been eliminated upon consolidation. The Company 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 the Company’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, the Company considers whether it must consolidate the VIE or provide additional disclosures regarding its involvement with the VIE. If the Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. For entities the Company holds as an equity investment that are not consolidated under the VIE model, the Company 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. The Company has five subsidiaries: Legacy Serina and UniverXome, which are wholly-owned subsidiaries, and ReCyte Therapeutics, Inc. (“ReCyte”), Reverse Bioengineering, Inc. (“Reverse Bio”), and NeuroAirmid Therapeutics, Inc. (“NeuroAirmid”). Following the Merger, the Company is primarily focused on developing Legacy Serina’s product candidates which are described elsewhere in this Report. Prior to the Merger, on March 26, 2024, pursuant the Merger Agreement, the Company contributed all of its stock in Reverse Bio and ReCyte, along with substantially all of the assets (other than the stock of NeuroAirmid) of the Company to UniverXome. In exchange for the contribution of those assets, UniverXome assumed certain liabilities, including all of the Company’s indebtedness to Juvenescence. UniverXome owns 94.8% of the outstanding capital stock of ReCyte. ReCyte owns certain pre-clinical research and development assets involving stem cell-derived endothelial and cardiovascular related progenitor cells for the treatment of vascular disorders and ischemic conditions. The Company owns 100% of the outstanding capital of Reverse Bio through UniverXome. Reverse Bio owns assets involved in partial cellular reprogramming using its iTR™ technology with the intent to revert aged or diseased cells to a healthy and functional state. NeuroAirmid is jointly owned by the Company and certain researchers from the University of California and was organized to pursue certain cell therapies, focusing initially on Huntington’s Disease. The Company owns 50% of the outstanding capital stock of NeuroAirmid. The Company consolidates NeuroAirmid despite not having majority ownership interest as it has the ability to influence decision making and financial results through contractual rights and obligations as per Accounting Standards Codification (“ASC”) 810, Consolidation | |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (ii) the reported amounts of revenues and expenses during the reporting period, in each case with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, determining the fair value of the Company’s embedded derivatives in the convertible notes payable and receivable, and assumptions used to value stock-based awards or other equity instruments and liability classified warrants. Actual results could differ materially from those estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration of credit risk and other risks and uncertainties | Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash equivalents. The Company maintains its cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions and may at times hold investments at Securities Investor Protection Corporation (“SIPC”) insured broker-dealers. At times, the balances in these accounts may be in excess of FDIC and SIPC insured limits. At March 31, 2024 and December 31, 2023, cash and cash equivalents deposits in excess of FDIC limits were approximately $ 2.6 million and $ 0 respectively, and investments and deposits in excess of SIPC limits were $ 5.4 and $ 7.3 million, respectively. For the periods ended March 31, 2024 and 2023, 100% of the Company’s revenue for the periods presented are related to a single grant from U.S. Government agency. See Note 4, Grant Revenues, Product candidates developed by the Company and its subsidiaries will require approvals or clearances from the United States Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that any of the product candidates being developed or planned to be developed by the Company or its subsidiaries will receive any of the required approvals or clearances. If regulatory approval or clearance were to be denied or any such approval or clearance was to be delayed, it would have a material adverse impact on the Company. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents in accounts with high quality, federally insured financial institutions. At times, the balances in these accounts may be in excess of federally insured limits, including the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC). At December 31, 2023 and 2022, cash and cash equivalents in excess of FDIC limits was $ 0 282,000 7,300,000 0 For the year ended December 31, 2023, 95 85 |
Fair value measurements of financial instruments | Fair value measurements of financial instruments The Company has adopted ASC Topic 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. | Fair Value of Financial Instruments The Company has adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. ● Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. The Company has elected to measure the convertible promissory notes at fair value on a recurring basis. |
Accounting for warrants | Accounting for warrants The Company 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 Fair Value Measurements | |
Redeemable convertible preferred stock | Redeemable convertible preferred stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. As of December 31, 2023, the Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. The redeemable preferred stock were converted to common stock on March 26, 2024 upon consummation of the Merger. | Redeemable Convertible Preferred Stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. The Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash March 31, 2024 December 31, 2023 Cash and cash equivalents $ 8,706 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,756 $ 7,619 (1) Restricted cash entirely represents the deposit required to maintain the Company’s corporate credit card program. | |
Property and equipment, net | Property and equipment, net Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 - 10 years. | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 10 Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. No |
Leases | Leases The Company 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. Under the available practical expedients, and as applicable, the Company accounts for the lease and non-lease components as a single lease component. The Company recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet. ROU assets represent an entity’s right to use an underlying asset during the lease term and lease liabilities represent an entity’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease agreement does not provide an implicit rate in the contract, the lessee 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. For such purposes, the lease term applied may include options to extend or terminate the lease when it is reasonably certain that the Company or a subsidiary will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not capitalize leases that have terms of twelve months or less. The Company entered into five long-term, non-cancelable operating leases, of which four are related to laboratory and office facilities located in Huntsville, Alabama and one for a laboratory equipment. The leases expire on various dates from September 2024 through January 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company also leases two pieces of equipment for various terms under long-term, non-cancelable finance lease agreements which expire in September 2024 and February 2025. The Company has elected to combine lease and non lease components as a single component. As required under ASC 842, operating leases are recognized on the consolidated balance sheet as ROU lease assets, current lease liabilities, and non-current lease liabilities. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. | |
Intangible | Intangible assets, net Intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) with alternative future use and patents, is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 years. See Note 3, Selected Balance Sheet Components | |
Impairment of long-lived assets | Impairment of long-lived assets The Company 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. The Company’s long-lived assets consists entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. There has been no impairment of long-lived assets for the accounting periods presented. | |
Revenue recognition | Revenue recognition The Company 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, the Company 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. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. The Company applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Grant revenues – Research and Development Arrangements. In applying the provisions of Topic 606, the Company 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. The Company 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. License revenues - The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. However, if a contract has multiple distinct performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and, if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights, and does not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. | Revenue Recognition The Company recognizes revenue under a grant contract with a commercial entity under federal funding in accordance with ASC 606, Revenue from Contracts with Customers. Under the commercial grant, the Company received substantially all funding upon award of the grant, and recognizes revenue as eligible expenses under the grant are incurred. The Company has concluded that it is a principal in the grant contract and, accordingly, recognizes revenue in the gross amount of consideration to which it is entitled from the agency in exchange for the services provided. The Company also recognizes revenue under licensing agreements with commercial entities in accordance with ASC 606, Revenue from Contracts with Customers. Under revenue sharing licensing agreements, the Company receives reimbursement for eligible costs as well as payments upon the achievement of certain milestones as defined by the contract. These licensing agreements provide for the Company to receive a certain percentage of revenue from sales of their product. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable. Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation. The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service. For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied. Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Various economic factors affect revenues and cash flows. Services are primarily provided under grants from U.S. Government agencies and a licensing agreement with a commercial entity, with amounts invoiced quarterly or upon the achievement of a milestone and typically being collected within one month. |
Research and development | Research and development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. Research and development expenses incurred and reimbursed by grants from third parties or governmental agencies, if any and as applicable, approximate the respective revenues recognized in the condensed consolidated statements of operations. | Research and Development Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs. |
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. | |
Income taxes | Income taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. | Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements. |
Basic and diluted net earnings (loss) per share attributable to common stockholders | Basic and diluted net earnings (loss) per share attributable to common stockholders Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. | Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. SERINA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Segment reporting | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period condensed consolidated interim financial statements to conform to current year presentation of the Accounts payable and accrued liabilities | |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (ASU 2024-02). ASU 2024-02 removes various references to the FASB’s Concepts Statements from the FASB’s Accounting Standards Codification (Codification or GAAP). The Concepts Statements are non-authoritative guidance issued by the FASB that provide the objectives, qualitative characteristics and other concepts that govern the development of accounting principles by the FASB. The ASU indicates that the goal of the amendments is to simplify the Codification and distinguish between nonauthoritative and authoritative guidance (since, unlike the Codification, the concepts statements are nonauthoritative). This ASU is effective for the Company beginning January 1, 2025 and is not expected to have a material impact on the condensed consolidated interim financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands). Schedule of Liabilities Measured at Fair Value on Recurring Basis Total Level 1 Level 2 Level 3 Liabilities: Convertible promissory notes $ 2,983 $ - $ - $ 2,983 Total $ 2,983 $ - $ - $ 2,983 | The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2023. Schedule of Liabilities Measured at Fair Value on Recurring Basis Total Level 1 Level 2 Level 3 Liabilities: Convertible promissory notes $ 2,983,400 $ - $ - $ 2,983,400 Warrant liability Total $ 2,983,400 $ - $ - $ 2,983,400 The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2022. Total Level 1 Level 2 Level 3 Liabilities: Convertible promissory notes $ 1,617,000 $ - $ - $ 1,617,000 Warrant liability 1,076,766 - - 1,076,766 Total $ 2,693,766 $ - $ - $ 2,693,766 |
Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis | The following is a reconciliation of the beginning and ending balances for the AgeX-Serina Note and the Serina Convertible Notes liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis AgeX-Serina Serina Balance as of December 31, 2022 $ - $ 1,617 Convertible debt issuance 10,000 100 Inception adjustment (2,240 ) - Change in fair value (254 ) (40 ) Balance as of March 31, 2023 $ 7,506 $ 1,677 AgeX-Serina Serina Balance as of December 31, 2023 $ 2,983 $ - Notes converted into common stock (10,000 ) - Change in fair value 7,017 - Balance as of March 31, 2024 $ - $ - | Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis AgeX-Serina Note Serina Convertible Notes Balance as of December 31, 2021 $ - $ - Convertible debt issuance - 1,350,000 Inception adjustment - 179,000 Change in fair value - 88,000 Balance as of December 31, 2022 $ - $ 1,617,000 Beginning balance $ - $ 1,617,000 Convertible debt issuance 10,000,000 100,000 Inception adjustment (2,240,000 ) - Notes converted to Series A-5 pref. stock - (962,584 ) Notes converted to warrants - (175,355 ) Change in fair value (4,776,600 ) (579,061 ) Balance as of December 31, 2023 $ 2,983,400 $ - Ending balance $ 2,983,400 $ - |
Schedule of Warrant Liability Measured at Fair Value on Recurring Basis | The following is a reconciliation of the beginning and ending balances for the warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Warrant Liability Measured at Fair Value on Recurring Basis Balance as of December 31, 2022 $ 1,077 Change in fair value (172 ) Balance as of March 31, 2023 $ 905 Balance as of December 31, 2023 $ - Balance as of March 31, 2024 $ - | The following is a reconciliation of the beginning and ending balances for the warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2023 and 2022: Schedule of Warrant Liability Measured at Fair Value on Recurring Basis Balance as of December 31, 2021 $ 952,648 Change in fair value 124,118 Balance as of December 31, 2022 $ 1,076,766 Change in fair value (1,076,766 ) Balance as of December 31, 2023 $ - |
Contract Balances (Tables)
Contract Balances (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contract Balances | |
Schedule of Contract Balances | The beginning and ending contract balances were as follows: Schedule of Contract Balances December 31, 2023 December 31, 2022 December 31, 2021 Deferred revenue $ - $ 153,500 $ - |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Redeemable Convertible Preferred Stock | ||
Schedule of Redeemable Convertible Preferred Stock | The table below presents Legacy Serina redeemable convertible preferred stock information adjusted for the 0.9768265 Exchange Ratio (in thousands other than per share price). Schedule of Redeemable Convertible Preferred Stock Preference Order Designation Shares Shares Issue Price Liquidation #1 Series A Preferred Stock 391 391 $ 5.12 $ 2,000 #2 Series A-1 Preferred Stock 293 293 6.82 1,998 #3 Series A-2 Preferred Stock 1,091 1,091 10.17 11,085 #4 Series A-3 Preferred Stock 487 487 12.80 6,240 #5 Series A-4 Preferred Stock 702 702 13.31 9,347 #6 Series A-5 Preferred Stock 1,954 474 13.31 5,734 4,918 3,438 $ 36,404 | Redeemable convertible preferred stock was as follows as of December 31, 2023: Schedule of Redeemable Convertible Preferred Stock Preference Order Designation Shares Designated Shares Issued Shares Outstanding Issue Price per Share Liquidation Preference #1 Series A Preferred Stock 400,000 400,000 400,000 $ 5.00 $ 2,000,000 #2 Series A-1 Preferred Stock 300,000 300,000 300,000 $ 6.66 $ 1,998,000 #3 Series A-2 Preferred Stock 1,117,013 1,117,013 1,117,013 $ 9.93793 $ 11,085,291 #4 Series A-3 Preferred Stock 499,200 499,200 499,200 $ 12.50 $ 6,240,000 #5 Series A-4 Preferred Stock 718,997 718,997 718,997 $ 13.00 $ 9,346,961 #6 Series A-5 Preferred Stock 2,000,000 484,918 484,918 $ 13.00 $ 5,733,832 5,035,210 3,520,128 3,520,128 - $ 36,404,084 Redeemable convertible preferred stock was as follows as of December 31, 2022: Preference Order Designation Shares Designated Shares Issued Shares Outstanding Issue Price per Share Liquidation Preference #1 Series A Preferred Stock 400,000 400,000 400,000 $ 5.00 $ 2,000,000 #2 Series A-1 Preferred Stock 300,000 300,000 300,000 $ 6.66 $ 1,998,000 #3 Series A-2 Preferred Stock 1,122,077 1,117,013 1,117,013 $ 9.94 $ 11,085,291 #4 Series A-3 Preferred Stock 499,200 499,200 499,200 $ 12.50 $ 6,240,000 #5 Series A-4 Preferred Stock 718,997 718,997 718,997 $ 13.00 $ 9,346,961 #6 Series A-5 Preferred Stock 2,000,000 367,015 367,015 $ 13.00 $ 4,771,248 5,040,274 3,402,225 3,402,225 - $ 35,441,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Deferred Tax Assets and Liabilities of Carryovers Subject to Expiration | At December 31, 2023, the Company had the following carryovers subject to expiration: Schedule of Deferred Tax Assets and Liabilities of Carryovers Subject to Expiration Carryover Amount Begin to Expire In 1231 loss carryover $ 798 2024 Net capital loss carryover $ 29,402 2026 NOL carryover – Federal – indefinite life $ 13,925,183 N/A NOL carryover – Federal – subject to expiration $ 23,207,997 2027 NOL carryover - state $ 36,494,174 2024 Charitable contributions carryover $ 25,000 2027 General business credit carryover ESB* $ 129,310 2030 General business credit carryover NonESB* $ 1,920,911 2026 |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the deferred income tax asset and liability as of December 31, 2023 and 2022 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets (Liabilities): General business credit carryover ESB $ 129,310 $ 129,310 General business credit carryover NonESB 1,920,911 1,824,263 1231 loss carryover 219 219 Net capital loss carryover 8,086 4,805 NOL carryover - Federal 7,797,968 7,399,496 NOL carryover - State 2,372,121 2,308,126 Research and development 580,578 389,339 Charitable contributions carryover 6,875 6,875 Right of use assets - operating leases (183,174 ) (23,307 ) Operating lease liabilities 185,395 29,419 Depreciation of property and equipment 23,362 20,776 Total deferred tax asset 12,841,651 12,089,321 Valuation allowance (12,841,651 ) (12,089,321 ) Net Deferred Tax Asset $ - $ - |
Agex Therapeutics Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
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 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases | ||
Schedule of Information on Leases | The following represents information on leases as of and for the years ended December 31: Schedule of Information on Leases 2023 2022 Finance lease cost (including amortization of right-of use assets of $ 23,349 23,349 7,083 12,843 $ 30,432 $ 36,192 Operating lease expense 208,856 101,399 Total lease cost $ 239,288 $ 137,591 Other information Weighted average remaining lease term (years) – finance 0.64 1.71 Weighted average remaining lease term (years) – operating 3.32 1.30 Weighted average discount rate - finance leases 11.90 % 11.90 % Weighted average discount rate - operating leases 6.67 % 6.67 % | |
Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities | The following is a maturity analysis of the annual undiscounted cash flows of the lease liabilities as of March 31, 2024 (in thousands): Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Nine months ending December 31, 2024 $ 180 $ 24 Year ending December 31, 2025 217 1 Year ending December 31, 2026 159 - Year ending December 31, 2027 117 - Thereafter 10 - Total undiscounted lease payments 683 25 Less: imputed interest (63 ) (1 ) Total lease obligations 620 24 Less: current portion (207 ) (24 ) Long-term lease obligations $ 413 $ - | The following is a maturity analysis of the annual undiscounted cash flows of the lease liabilities as of December 31, 2023: Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Year ending December 31, 2024 $ 258,395 $ 38,055 Year ending December 31, 2025 212,512 629 Year ending December 31, 2026 158,282 - Year ending December 31, 2027 116,592 - Thereafter 9,716 - Total undiscounted lease payments 755,497 38,684 Less: imputed interest (81,335 ) (1,716 ) Total lease obligations 674,162 36,968 Less: current portion (213,526 ) (36,344 ) Long-term lease obligations $ 460,636 $ 624 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment at March 31, 2024 and December 31, 2023 net of accumulated depreciation expenses was as follows (in thousands): Schedule of Property and Equipment March 31, 2024 December 31, 2023 Computer equipment $ 31 $ 30 Equipment 850 837 Software 96 96 Total property and equipment 977 963 Less accumulated depreciation (413 ) (390 ) Total property and equipment, net $ 564 $ 573 | Property and equipment at December 31, 2023 and 2022 consists of: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Computer $ 29,581 $ 24,061 Equipment 836,771 353,343 Software 96,517 81,676 Total property and equipment 962,869 459,080 Less: accumulated depreciation (389,548 ) (367,511 ) Property and equipment, net $ 573,321 $ 91,569 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | A summary of Serina stock option activity under the 2024 Incentive Plan and related information follows (in thousands, except weighted average exercise price): Summary of Stock Option Activity Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted- Average Exercise Price 2024 Incentive Plan adopted on March 27, 2024 1,725 - - $ - Stock options granted (72 ) 72 - 14.8715 Balance at March 31, 2024 1,653 72 - $ 14.8715 Options exercisable at March 31, 2024 4 $ 14.8715 | Details of stock option activity for the years ended December 31, 2023 and 2022 are as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Outstanding at December 31, 2022 2,012,750 $ 0.06 Forfeited (7,000 ) 0.06 Exercised (248,934 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2023 1,756,816 $ 0.06 Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 2,036,450 $ 0.06 Exercised (73,700 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2022 2,012,750 $ 0.06 |
Schedule of Stock Options Exercisable | The following table summarizes information about stock options exercisable at December 31, 2023: Schedule of Stock Options Exercisable Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price $ 0.06 1,756,816 7.46 $ 0.06 | |
Schedule of Nonvested Stock Options Activity | The following table summarizes information about nonvested stock options for the years ended December 31, 2023 and 2022: Schedule of Nonvested Stock Options Activity Nonvested Options Weighted Average Grant Date Fair Value Nonvested options at December 31, 2022 548,807 $ 0.05 Forfeited/cancelled (1,000 ) 0.03 Vested (547,807 ) 0.04 Granted 50,000 0.05 Exercised (73,700 ) 0.03 Nonvested options at December 31, 2023 - $ - Nonvested Options Weighted Average Grant Date Fair Value Nonvested options at December 31, 2021 656,742 $ 0.04 Granted 50,000 0.05 Vested (84,235 ) 0.04 Exercised (73,700 ) 0.03 Nonvested options at December 31, 2022 548,807 0.05 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock Warrants | ||
Schedule of Fair Value of Warrants | Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended 2024 (1) 2023 (2) Exercise price $ 14.8715 $ - Market price $ 14.8715 $ - Expected life (in years) 5.76 - Volatility 117.83 % - % Risk-free interest rates 4.18 % - % Dividend yield - % - % (1) Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024. (2) There were no stock options granted during the period. | The Company estimates the fair value of warrants using the Black-Scholes-Merton pricing model with the following assumptions at the reporting date: Schedule of Fair Value of Warrants December 31, 2023 December 31, 2022 Liability Classified Equity Classified Liability Classified Expected volatility 97 98 % 99 % 89 % Expected term (in years) 0.3 1.5 1.0 1.5 Risk-free interest rate 5.26 5.60 % 5.09 % 4.41 4.73 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
Schedule of Stock Warrant Activity | Details of stock warrant activity for the years ended December 31, 2023 and 2022, are as follows: Schedule of Stock Warrant Activity Number of Warrants – Liability Classified Number of Warrants – Equity Classified Weighted Average Exercise Price Outstanding at December 31, 2021 367,015 - $ 20.00 Granted - - - Outstanding at December 31, 2022 367,015 - 20.00 Granted - 117,903 20.00 Outstanding at December 31, 2023 367,015 117,903 $ 20.00 |
Net Earnings (Loss) Per Commo_2
Net Earnings (Loss) Per Common Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
NET LOSS PER COMMON SHARE: | ||
Schedule of Basic and Diluted Net Earnings (Loss) Per Common Share Attributable to Common Shareholders | Net earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share Schedule of Basic and Diluted Net Earnings (Loss) Per Common Share Attributable to Common Shareholders 2024 2023 Three Months Ended 2024 2023 Basic net earnings (loss) per common share allocable to common stockholders NUMERATOR Net income (loss) $ (9,437 ) $ 1,658 Less: net earnings allocable to participating securities - - Net earnings (loss) allocable to common shareholders (9,437 ) 1,658 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,790 2,167 Basic net earnings (loss) per common share allocable to common stockholders $ (3.38 ) $ 0.77 Diluted net earnings (loss) per common share allocable to common stockholders NUMERATOR Net earnings (loss) allocable to common stockholders $ (9,437 ) $ 1,658 Add back: interest on convertible promissory notes - 85 Net earnings (loss) allocable to common stockholders (9,437 ) 1,743 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,790 2,167 Add: dilutive effect of stock options - 2,031 Add: dilutive effect of warrants - 359 Add: dilutive effect of common stock issued for convertible promissory notes - 689 Add: dilutive effect of redeemable convertible preferred stock - 3,323 Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share 2,790 8,569 Diluted net earnings (loss) per common share attributable to common stockholders $ (3.38 ) $ 0.20 | Net earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share Schedule of Basic and Diluted Net Earnings (Loss) Per Common Share Attributable to Common Shareholders 2023 2022 Basic net earnings (loss) per common share allocable to common shareholders NUMERATOR Net income (loss) $ 5,269,854 $ (2,682,108 ) Less: net earnings allocable to participating securities - - Net earnings (loss) allocable to common shareholders 5,269,854 (2,682,108 ) DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,288,377 2,145,002 Basic net earnings (loss) per common share allocable to common shareholders $ 2.30 $ (1.25 ) Diluted net earnings (loss) per common share allocable to common shareholders NUMERATOR Net earnings (loss) allocable to common shareholders $ 5,269,854 $ (2,682,108 ) Add back: interest on convertible promissory notes 558,082 - Net earnings (loss) allocable to common shareholders 5,827,936 (2,682,108 ) DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 2,288,377 2,145,002 Add: dilutive effect of stock options 1,716,695 - Add: dilutive effect of warrants - - Add: dilutive effect of common stock issued for convertible promissory notes - - Add: dilutive effect of redeemable convertible preferred stock - - Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share 4,005,072 2,145,002 Diluted net earnings (loss) per common share attributable to common shareholders $ 1.46 $ (1.25 ) |
Schedule of Diluted Net Earnings (loss) Per Common Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net earnings (loss) per common share for the periods presented (in thousands) as follows, because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share 2024 2023 Three Months Ended 2024 2023 Stock options 1,736 - Warrants 2,103 - Total anti-dilutive securities 3,839 - | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net earnings (loss) per common share for the years ended December 31, 2023 and 2022 because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share 2023 2022 Redeemable convertible preferred stock - 3,402,225 Convertible promissory notes - 220,008 Stock options - 2,012,750 Warrants 484,918 367,015 Total anti-dilutive securities 484,918 6,001,998 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash March 31, 2024 December 31, 2023 Cash and cash equivalents $ 8,706 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,756 $ 7,619 (1) Restricted cash entirely represents the deposit required to maintain the Company’s corporate credit card program. |
Selected Balance Sheet Compon_2
Selected Balance Sheet Components (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Schedule of Property and Equipment | Property and equipment at March 31, 2024 and December 31, 2023 net of accumulated depreciation expenses was as follows (in thousands): Schedule of Property and Equipment March 31, 2024 December 31, 2023 Computer equipment $ 31 $ 30 Equipment 850 837 Software 96 96 Total property and equipment 977 963 Less accumulated depreciation (413 ) (390 ) Total property and equipment, net $ 564 $ 573 | Property and equipment at December 31, 2023 and 2022 consists of: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Computer $ 29,581 $ 24,061 Equipment 836,771 353,343 Software 96,517 81,676 Total property and equipment 962,869 459,080 Less: accumulated depreciation (389,548 ) (367,511 ) Property and equipment, net $ 573,321 $ 91,569 |
Schedule of Intangible Assets, Net | At March 31, 2024, intangible assets, primarily consisting of acquired IPR&D with alternative use and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net March 31, 2024 Intangible assets $ 576 Accumulated amortization (2 ) Total intangible assets, net $ 574 | |
Schedule of Amortization Assets | Amortization of intangible assets for periods subsequent to March 31, 2024 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization 2024 98 2025 131 2026 132 Thereafter 213 Total $ 574 | |
Schedule of Accounts Payable and Accrued Liabilities | At March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities March 31, 2024 December 31, 2023 Accounts payable $ 2,605 $ 580 Accrued compensation 111 13 Accrued vendors and other expenses 1,297 570 Total accounts payable and accrued liabilities $ 4,013 $ 1,163 | |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Schedule of Debt Issuance Costs and Debt Balances | The following table summarizes the debt balances net of unamortized deferred debt issuance costs by loan agreement as of March 31, 2024 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Principal Origination Total Debt Unamortized Total Current 2022 Secured Note $ 9,300 $ 595 $ 9,895 $ (149 ) $ 9,746 Non-current 2023 Secured Note - 693 693 - 693 Total debt, net $ 9,300 $ 1,288 $ 10,588 $ (149 ) $ 10,439 | |
Schedule of Redeemable Convertible Preferred Stock | The table below presents Legacy Serina redeemable convertible preferred stock information adjusted for the 0.9768265 Exchange Ratio (in thousands other than per share price). Schedule of Redeemable Convertible Preferred Stock Preference Order Designation Shares Shares Issue Price Liquidation #1 Series A Preferred Stock 391 391 $ 5.12 $ 2,000 #2 Series A-1 Preferred Stock 293 293 6.82 1,998 #3 Series A-2 Preferred Stock 1,091 1,091 10.17 11,085 #4 Series A-3 Preferred Stock 487 487 12.80 6,240 #5 Series A-4 Preferred Stock 702 702 13.31 9,347 #6 Series A-5 Preferred Stock 1,954 474 13.31 5,734 4,918 3,438 $ 36,404 | Redeemable convertible preferred stock was as follows as of December 31, 2023: Schedule of Redeemable Convertible Preferred Stock Preference Order Designation Shares Designated Shares Issued Shares Outstanding Issue Price per Share Liquidation Preference #1 Series A Preferred Stock 400,000 400,000 400,000 $ 5.00 $ 2,000,000 #2 Series A-1 Preferred Stock 300,000 300,000 300,000 $ 6.66 $ 1,998,000 #3 Series A-2 Preferred Stock 1,117,013 1,117,013 1,117,013 $ 9.93793 $ 11,085,291 #4 Series A-3 Preferred Stock 499,200 499,200 499,200 $ 12.50 $ 6,240,000 #5 Series A-4 Preferred Stock 718,997 718,997 718,997 $ 13.00 $ 9,346,961 #6 Series A-5 Preferred Stock 2,000,000 484,918 484,918 $ 13.00 $ 5,733,832 5,035,210 3,520,128 3,520,128 - $ 36,404,084 Redeemable convertible preferred stock was as follows as of December 31, 2022: Preference Order Designation Shares Designated Shares Issued Shares Outstanding Issue Price per Share Liquidation Preference #1 Series A Preferred Stock 400,000 400,000 400,000 $ 5.00 $ 2,000,000 #2 Series A-1 Preferred Stock 300,000 300,000 300,000 $ 6.66 $ 1,998,000 #3 Series A-2 Preferred Stock 1,122,077 1,117,013 1,117,013 $ 9.94 $ 11,085,291 #4 Series A-3 Preferred Stock 499,200 499,200 499,200 $ 12.50 $ 6,240,000 #5 Series A-4 Preferred Stock 718,997 718,997 718,997 $ 13.00 $ 9,346,961 #6 Series A-5 Preferred Stock 2,000,000 367,015 367,015 $ 13.00 $ 4,771,248 5,040,274 3,402,225 3,402,225 - $ 35,441,500 |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Summary of Stock Option Activity | A summary of Serina stock option activity under the 2024 Incentive Plan and related information follows (in thousands, except weighted average exercise price): Summary of Stock Option Activity Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted- Average Exercise Price 2024 Incentive Plan adopted on March 27, 2024 1,725 - - $ - Stock options granted (72 ) 72 - 14.8715 Balance at March 31, 2024 1,653 72 - $ 14.8715 Options exercisable at March 31, 2024 4 $ 14.8715 | Details of stock option activity for the years ended December 31, 2023 and 2022 are as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Outstanding at December 31, 2022 2,012,750 $ 0.06 Forfeited (7,000 ) 0.06 Exercised (248,934 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2023 1,756,816 $ 0.06 Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 2,036,450 $ 0.06 Exercised (73,700 ) 0.06 Granted 50,000 0.06 Outstanding at December 31, 2022 2,012,750 $ 0.06 |
Schedule of Stock Based Compensation Expense | Stock-based compensation expense has been allocated to operating expenses as follows (in thousands): Schedule of Stock Based Compensation Expense 2024 2023 Three Months Ended 2024 2023 Research and development $ 4 $ - General and administrative 49 2 Total stock-based compensation expense $ 53 $ 2 | |
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options | Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended 2024 (1) 2023 (2) Exercise price $ 14.8715 $ - Market price $ 14.8715 $ - Expected life (in years) 5.76 - Volatility 117.83 % - % Risk-free interest rates 4.18 % - % Dividend yield - % - % (1) Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024. (2) There were no stock options granted during the period. | The Company estimates the fair value of warrants using the Black-Scholes-Merton pricing model with the following assumptions at the reporting date: Schedule of Fair Value of Warrants December 31, 2023 December 31, 2022 Liability Classified Equity Classified Liability Classified Expected volatility 97 98 % 99 % 89 % Expected term (in years) 0.3 1.5 1.0 1.5 Risk-free interest rate 5.26 5.60 % 5.09 % 4.41 4.73 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
Schedule of Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows (in thousands): Schedule of Cash Flow Information Related to Leases 2024 2023 Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 55 $ 44 Operating cash flows from financing leases 1 2 Financing cash flows from financing leases 13 11 Right-of-use assets obtained in exchange for lease obligations Operating leases - 497 Financing leases - - | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands other than weighted average remaining lease term and discount rates): Schedule of Supplemental Balance Sheet Information Related to Leases March 31, 2024 December 31, 2023 (unaudited) Operating lease Right-of-use assets $ 862 $ 862 Accumulated Amortization (235 ) (196 ) Right-of-use asset, net $ 627 $ 666 Right-of-use lease liability, current $ 207 $ 214 Right-of-use lease liability, noncurrent 413 461 Total operating lease liabilities $ 620 $ 675 Finance leases Right-of-use assets $ 163 $ 163 Accumulated Amortization (59 ) (53 ) Right-of-use asset, net $ 104 $ 110 Right-of-use lease liability, current $ 24 $ 36 Right-of-use lease liability, noncurrent - 1 Total operating lease liabilities $ 24 $ 37 Weighted average remaining lease term Operating lease 3.15 years 3.32 years Finance leases 0.49 years 0.64 years Weighted average discount rate Operating lease 6.67 % 6.67 % Finance leases 11.9 % 11.9 % | |
Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities | The following is a maturity analysis of the annual undiscounted cash flows of the lease liabilities as of March 31, 2024 (in thousands): Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Nine months ending December 31, 2024 $ 180 $ 24 Year ending December 31, 2025 217 1 Year ending December 31, 2026 159 - Year ending December 31, 2027 117 - Thereafter 10 - Total undiscounted lease payments 683 25 Less: imputed interest (63 ) (1 ) Total lease obligations 620 24 Less: current portion (207 ) (24 ) Long-term lease obligations $ 413 $ - | The following is a maturity analysis of the annual undiscounted cash flows of the lease liabilities as of December 31, 2023: Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Year ending December 31, 2024 $ 258,395 $ 38,055 Year ending December 31, 2025 212,512 629 Year ending December 31, 2026 158,282 - Year ending December 31, 2027 116,592 - Thereafter 9,716 - Total undiscounted lease payments 755,497 38,684 Less: imputed interest (81,335 ) (1,716 ) Total lease obligations 674,162 36,968 Less: current portion (213,526 ) (36,344 ) Long-term lease obligations $ 460,636 $ 624 |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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 - % - % |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Liquidity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Schedule of Cash, Cash Equivalents and Restricted Cash | In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash March 31, 2024 December 31, 2023 Cash and cash equivalents $ 8,706 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,756 $ 7,619 (1) Restricted cash entirely represents the deposit required to maintain the Company’s corporate credit card program. | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net earnings (loss) per common share for the periods presented (in thousands) as follows, because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share 2024 2023 Three Months Ended 2024 2023 Stock options 1,736 - Warrants 2,103 - Total anti-dilutive securities 3,839 - | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net earnings (loss) per common share for the years ended December 31, 2023 and 2022 because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share 2023 2022 Redeemable convertible preferred stock - 3,402,225 Convertible promissory notes - 220,008 Stock options - 2,012,750 Warrants 484,918 367,015 Total anti-dilutive securities 484,918 6,001,998 |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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 |
Warrant Liability (Tables)
Warrant Liability (Tables) - Agex Therapeutics Inc [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2023 | Aug. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 29, 2024 | Aug. 29, 2023 | |
Product Information [Line Items] | ||||||||
Net income | $ (9,437,000) | $ 1,658,000 | $ 5,269,854 | $ (2,682,108) | ||||
Net cash used in operating activities | 1,577,000 | 709,000 | 2,477,037 | 2,075,624 | ||||
Additional capital raised | 10,100,000 | |||||||
Payments for merger | $ 3,000,000 | |||||||
Proceeds from business merger warrant exercises | 15,000,000 | 15,000,000 | ||||||
Asset impairment charges | 0 | 0 | ||||||
FDIC amount | 2,600,000 | 0 | 282,000 | |||||
SPIC amount | 7,300,000 | 0 | ||||||
Cash and cash equivalents | $ 8,706,000 | 7,619,000 | 532,229 | |||||
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 | $ 5,000 | $ 30,000 | 3,153,500 | 591,500 | ||||
Agex Therapeutics Inc [Member] | ||||||||
Product Information [Line Items] | ||||||||
Net income | (14,803,000) | (10,462,000) | ||||||
Net cash used in operating activities | 7,800,000 | 5,939,000 | ||||||
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 | ||||||
Agex Therapeutics Inc [Member] | National Institutes of Health [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenues | $ 341,000 | 77,000 | ||||||
Agex Therapeutics Inc [Member] | Lease Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Base rent | $ 844 | $ 1,074 | ||||||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk | 95% | 85% | ||||||
Minimum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Estimated useful live | 3 years | 3 years | ||||||
Maximum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Estimated useful live | 10 years | 10 years | ||||||
Subsequent Event [Member] | ||||||||
Product Information [Line Items] | ||||||||
Cash | $ 6,900,000 | |||||||
Subsequent Event [Member] | Agex Therapeutics Inc [Member] | ||||||||
Product Information [Line Items] | ||||||||
Additional capital raised | $ 15,000,000 | |||||||
Agex Therapeutics Inc [Member] | ||||||||
Product Information [Line Items] | ||||||||
Ownership percent | 75% |
Contracts with Customers (Detai
Contracts with Customers (Details Narrative) | 1 Months Ended |
Nov. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Payments for merger | $ 3,000,000 |
Schedule of Liabilities Measure
Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory notes | $ 2,983,400 | $ 1,617,000 |
Warrant liability | 1,076,766 | |
Total | 2,983,400 | 2,693,766 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory notes | ||
Warrant liability | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory notes | ||
Warrant liability | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory notes | 2,983,400 | 1,617,000 |
Warrant liability | 1,076,766 | |
Total | $ 2,983,400 | $ 2,693,766 |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Age X Serina Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Balance as of December 31, 2023 | $ 2,983,400 | |||
Convertible debt issuance | 10,000,000 | 10,000,000 | ||
Inception adjustment | (2,240,000) | (2,240,000) | ||
Change in fair value | 7,017,000 | (254,000) | (4,776,600) | |
Notes converted to Series A-5 pref. stock | ||||
Notes converted to warrants | ||||
Balance as of March 31, 2024 | 7,506,000 | 2,983,400 | ||
Notes converted into common stock | (10,000,000) | |||
Serina Convertible Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Balance as of December 31, 2023 | 1,617,000 | 1,617,000 | ||
Convertible debt issuance | 100,000 | 100,000 | 1,350,000 | |
Inception adjustment | 179,000 | |||
Change in fair value | (40,000) | (579,061) | 88,000 | |
Notes converted to Series A-5 pref. stock | (962,584) | |||
Notes converted to warrants | (175,355) | |||
Balance as of March 31, 2024 | $ 1,677,000 | $ 1,617,000 | ||
Notes converted into common stock |
Schedule of Warrant Liability M
Schedule of Warrant Liability Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Balance as of December 31, 2023 | $ 1,076,766 | $ 1,076,766 | $ 952,648 | |
Change in fair value | (172,000) | (1,076,766) | 124,118 | |
Balance as of March 31, 2024 | $ 905,000 | $ 1,076,766 |
Schedule of Contract Balances (
Schedule of Contract Balances (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Contract Balances | |||
Deferred revenue | $ 153,500 |
Profit Sharing Plan (Details Na
Profit Sharing Plan (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |||
Discretionary employer contribution | $ 0 | $ 0 | $ 0 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 19, 2024 | Mar. 14, 2024 | Jul. 24, 2023 | Jul. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | May 19, 2024 | Feb. 01, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Class of Stock [Line Items] | ||||||||||||
Common stock, voting rights | common stock are entitled to one vote for each share | common stock are entitled to one vote for each share of common stock | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||||
Temporary Equity, Shares Authorized | 4,918,000 | 5,035,210 | 5,040,274 | |||||||||
Temporary Equity, Par or Stated Value Per Share | ||||||||||||
Conversion of Stock, Shares Converted | 0.97682654 | |||||||||||
Conversion of stock, shares converted | 5,913,277 | |||||||||||
Common stock, shares authorized | 40,000,000 | 15,000,000 | 15,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares outstanding | 8,413,889 | 2,467,434 | 2,218,500 | |||||||||
Class of Warrant or Right, Outstanding | 117,903 | |||||||||||
Other Additional Capital | $ 10,100,000 | |||||||||||
Warrant to purchase share of common stock | 53,980 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | $ 20 | $ 20 | |||||||||
Stockholders' Equity, Reverse Stock Split | 1 for 35.17 | |||||||||||
Common stock, shares issued | 8,414,000 | 2,467,434 | 2,218,500 | |||||||||
Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares outstanding | 1,079,000 | 1,079,000 | ||||||||||
Class of Warrant or Right, Outstanding | [1] | 12,924 | [1] | |||||||||
Warrant to purchase share of common stock | 53,980 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 13.93 | |||||||||||
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 issued | 1,079,000 | 1,079,000 | ||||||||||
Juvenescence Limited [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Extinguishment of debt | $ 36,000,000 | |||||||||||
Juvenescence Limited [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Extinguishment of debt | $ 36,000,000 | $ 36,000,000 | ||||||||||
Juvenescence [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant to purchase share of common stock | 294,482 | |||||||||||
Juvenescence [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant to purchase share of common stock | 294,482 | |||||||||||
Line of credit facility | $ 2,500,000 | |||||||||||
Juvenescence [Member] | Agex Therapeutics Inc [Member] | Issuance and Sale of Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant to purchase share of common stock | 53,980 | |||||||||||
Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 129,593 | |||||||||||
Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.7751 | |||||||||||
Stockholders' Equity, Reverse Stock Split | 1 for 35.17. | |||||||||||
Warrants [Member] | Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20.75 | |||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jun. 05, 2025 | |||||||||||
Warrants [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 25.01 | |||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Apr. 03, 2026 | |||||||||||
Assumed Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 473,681 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20.47 | |||||||||||
Common Stock [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding | 1,079,080 | 1,079,022 | ||||||||||
Common stock, shares issued | 1,079,080 | 1,079,022 | ||||||||||
Subsequent Event [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
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 | |||||||||||
Other Additional Capital | $ 15,000,000 | |||||||||||
Stockholders' Equity, Reverse Stock Split | 1 for 35.17 | |||||||||||
Subsequent Event [Member] | Agex Therapeutics Inc [Member] | Exchange Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of stock, shares converted | 1,421,666 | |||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of stock, shares converted | 1,421,666 | |||||||||||
Common stock, shares issued | 1,889,323 | |||||||||||
Post Merger Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant or Right, Reason for Issuance, Description | the Company 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” at a price equal to $13.20 per Unit and will expire on July 31, 2025. Each Unit will consist of (i) one share of Company common stock and (ii) one warrant (“Incentive Warrant”). Each Incentive Warrant will be exercisable for one share of Company 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. | |||||||||||
Other Additional Capital | $ 15,000,000 | |||||||||||
Warrant to purchase share of common stock | 1,133,593 | |||||||||||
Post Merger Warrants [Member] | Subsequent Event [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 1,500,284 | |||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | ||||||||||
Common stock, shares outstanding | 2,410,255 | |||||||||||
Common stock, shares issued | 2,410,000 | |||||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||||||||
Temporary Equity, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Conversion of Stock, Shares Converted | 0.97682654 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Temporary Equity, Shares Authorized | 391,000 | 400,000 | 400,000 | |||||||||
Temporary Equity, Par or Stated Value Per Share | $ 5.12 | $ 5 | $ 5 | |||||||||
Series A Preferred Stock [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | ||||||||||
Preferred Stock, Shares Outstanding | 212,000 | |||||||||||
Series A Preferred Stock [Member] | Juvenescence Limited [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 211,600 | |||||||||||
Series B Preferred Stock [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | ||||||||||
Preferred Stock, Shares Outstanding | 148,000 | |||||||||||
Subscriptions price | $ 100,000 | |||||||||||
Preferred stock closing price | $ 0.72 | |||||||||||
Series B Preferred Stock [Member] | Juvenescence Limited [Member] | Agex Therapeutics Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 148,400 | |||||||||||
[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 Redeemable Converti
Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Shares Designated | 4,918,000 | 5,035,210 | 5,040,274 |
Shares Issued | 3,520,128 | 3,402,225 | |
Shares Outstanding | 3,520,128 | 3,402,225 | |
Issue Price per Share | |||
Liquidation Preference | $ 36,404,000 | $ 36,404,084 | $ 35,441,500 |
Shares Issued and Outstanding | 3,438,000 | ||
Series A Preferred Stock [Member] | |||
Shares Designated | 391,000 | 400,000 | 400,000 |
Shares Issued | 400,000 | 400,000 | |
Shares Outstanding | 400,000 | 400,000 | |
Issue Price per Share | $ 5.12 | $ 5 | $ 5 |
Liquidation Preference | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
Shares Issued and Outstanding | 391,000 | ||
Series A One Preferred Stock [Member] | |||
Shares Designated | 293,000 | 300,000 | 300,000 |
Shares Issued | 300,000 | 300,000 | |
Shares Outstanding | 300,000 | 300,000 | |
Issue Price per Share | $ 6.82 | $ 6.66 | $ 6.66 |
Liquidation Preference | $ 1,998,000 | $ 1,998,000 | $ 1,998,000 |
Shares Issued and Outstanding | 293,000 | ||
Series A Two Preferred Stock [Member] | |||
Shares Designated | 1,091,000 | 1,117,013 | 1,122,077 |
Shares Issued | 1,117,013 | 1,117,013 | |
Shares Outstanding | 1,117,013 | 1,117,013 | |
Issue Price per Share | $ 10.17 | $ 9.93793 | $ 9.94 |
Liquidation Preference | $ 11,085,000 | $ 11,085,291 | $ 11,085,291 |
Shares Issued and Outstanding | 1,091,000 | ||
Series A Three Preferred Stock [Member] | |||
Shares Designated | 487,000 | 499,200 | 499,200 |
Shares Issued | 499,200 | 499,200 | |
Shares Outstanding | 499,200 | 499,200 | |
Issue Price per Share | $ 12.80 | $ 12.50 | $ 12.50 |
Liquidation Preference | $ 6,240,000 | $ 6,240,000 | $ 6,240,000 |
Shares Issued and Outstanding | 487,000 | ||
Series A Four Preferred Stock [Member] | |||
Shares Designated | 702,000 | 718,997 | 718,997 |
Shares Issued | 718,997 | 718,997 | |
Shares Outstanding | 718,997 | 718,997 | |
Issue Price per Share | $ 13.31 | $ 13 | $ 13 |
Liquidation Preference | $ 9,347,000 | $ 9,346,961 | $ 9,346,961 |
Shares Issued and Outstanding | 702,000 | ||
Series A Five Preferred Stock [Member] | |||
Shares Designated | 1,954,000 | 2,000,000 | 2,000,000 |
Shares Issued | 484,918 | 367,015 | |
Shares Outstanding | 484,918 | 367,015 | |
Issue Price per Share | $ 13.31 | $ 13 | $ 13 |
Liquidation Preference | $ 5,734,000 | $ 5,733,832 | $ 4,771,248 |
Shares Issued and Outstanding | 474,000 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Shares Designated | 10,000,000 | 10,000,000 | 10,000,000 |
Shares Issued | 3,520,128 | 3,402,225 | |
Shares Outstanding | 3,520,128 | 3,402,225 | |
Issue Price per Share | $ 0.01 | $ 0.01 | $ 0.01 |
[custom:RedeemableConvertiblePreferredStockPerShare-0] | $ 0.9768265 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | ||
Redeemable preferred stock description | Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock all have the same rights, preferences, powers, privileges, restrictions, qualifications, and limitations. | |||
Preferred Stock dividends accrued, but not declared | $ 10,276,653 | $ 10,276,653 | ||
Preferred stock liquidation preference terms | The holders of at least 60% of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock, acting as a single class of stock, may elect that any such events | |||
Redeemable Convertible Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | ||
Series A Preferred Stock Series A One Preferred Stock And Series A Two Preferred Stock [Member] | ||||
Accrued dividends rate per annum | 6% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities of Carryovers Subject to Expiration (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
1231 loss carryover | $ 798 | |
Begin to Expire In - 1231 loss carryover | 2024 | |
Net capital loss carryover | $ 29,402 | |
Begin to Expire In - Net capital loss carryover | 2026 | |
NOL carryover – Federal – indefinite life | $ 13,925,183 | |
NOL carryover – Federal – subject to expiration | $ 23,207,997 | |
Begin to Expire In - NOL carryover - Federal - subject to expiration | 2027 | |
NOL carryover - state | $ 36,494,174 | |
Begin to Expire In - NOL carryover - state | 2024 | |
Charitable contributions carryover | $ 25,000 | |
Begin to Expire In - Charitable contributions carryover | 2027 | |
General business credit carryover ESB* | $ 129,310 | $ 129,310 |
Begin to Expire In - General business credit carryover ESB* | 2030 | |
General business credit carryover NonESB* | $ 1,920,911 | $ 1,824,263 |
Begin to Expire In - General business credit carryover NonESB* | 2026 |
Schedule of Deferred Tax Asse_2
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets (Liabilities): | ||
General business credit carryover ESB | $ 129,310 | $ 129,310 |
General business credit carryover NonESB | 1,920,911 | 1,824,263 |
1231 loss carryover | 219 | 219 |
Net capital loss carryover | 8,086 | 4,805 |
NOL carryover - Federal | 7,797,968 | 7,399,496 |
NOL carryover - State | 2,372,121 | 2,308,126 |
Research and development | 580,578 | 389,339 |
Charitable contributions carryover | 6,875 | 6,875 |
Right of use assets - operating leases | (183,174) | (23,307) |
Operating lease liabilities | 185,395 | 29,419 |
Depreciation of property and equipment | 23,362 | 20,776 |
Total deferred tax asset | 12,841,651 | 12,089,321 |
Valuation allowance | (12,841,651) | (12,089,321) |
Net Deferred Tax Asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 0% | 0% |
Operating Loss Carryforwards, Valuation Allowance | $ 752,330 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 580,578 | $ 389,339 |
Deferred tax assets capital loss carry forwards | $ 8,086 | $ 4,805 |
Agex Therapeutics Inc [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | ||
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 | |
Agex Therapeutics Inc [Member] | UNITED STATES | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Amortized over Period | 5 years | |
Agex Therapeutics Inc [Member] | Domestic Tax Jurisdiction [Member] | ||
Effective Income Tax Rate Reconciliation [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 | |
Agex Therapeutics Inc [Member] | State and Local Jurisdiction [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 500,000 | |
Deferred tax assets capital loss carry forwards | $ 5,900,000 | |
Agex Therapeutics Inc [Member] | Other Income Tax Matters [Member] | ||
Effective Income Tax Rate Reconciliation [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 | |
Agex Therapeutics Inc [Member] | California Purposes [Member] | ||
Effective Income Tax Rate Reconciliation [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. |
Schedule of Information on Leas
Schedule of Information on Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Leases | |||
Finance lease cost (including amortization of right-of use assets of $23,349 and $23,349 and interest on lease liabilities of $7,083 and $12,843 in 2023 and 2022, respectively) | $ 30,432 | $ 36,192 | |
Operating lease expense | 208,856 | 101,399 | |
Total lease cost | $ 239,288 | $ 137,591 | |
Weighted average remaining lease term (years) - finance | 7 months 20 days | 1 year 8 months 15 days | 5 months 26 days |
Weighted average remaining lease term (years) - operating | 3 years 3 months 25 days | 1 year 3 months 18 days | 3 years 1 month 24 days |
Weighted average discount rate - finance leases percentage | 11.90% | 11.90% | 11.90% |
Weighted average discount rate - operating leases percentage | 6.67% | 6.67% | 6.67% |
Schedule of information on le_2
Schedule of information on leases (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Amortization of right-of use assets | $ 23,349 | $ 23,349 |
Interest on lease liabilities | $ 7,083 | $ 12,843 |
Schedule of Annual Undiscounted
Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Year ending December 31, 2025 - Operating leases | $ 217,000 | $ 258,395 | |
Year ending December 31, 2025 - Finance leases | 1,000 | 38,055 | |
Year ending December 31, 2026 - Operating leases | 159,000 | 212,512 | |
Year ending December 31, 2026 - Finance leases | 629 | ||
Year ending December 31, 2027 - Operating leases | 117,000 | 158,282 | |
Year ending December 31, 2027 - Finance leases | |||
Year ending December 31, 2027 - Operating leases | 116,592 | ||
Year ending December 31, 2027 - Finance leases | |||
Thereafter - Operating leases | 9,716 | ||
Thereafter - Finance Leases | |||
Total undiscounted lease payments - Operating leases | 683,000 | 755,497 | |
Total undiscounted lease payments - Finance leases | 25,000 | 38,684 | |
Less: imputed interest- Operating leases | (63,000) | (81,335) | |
Less: imputed interest - Finance leases | (1,000) | (1,716) | |
Total lease obligations - Operating leases | 620,000 | 674,162 | |
Total lease obligations - Finance leases | 24,000 | 36,968 | |
Less: current portion - Operating leases | (207,000) | (213,526) | $ (80,696) |
Less: current portion - Finance leases | (24,000) | (36,344) | (47,708) |
Long-term lease obligations - Operating leases | 620,000 | 675,000 | |
Long-term lease obligations - Finance leases | 24,000 | 37,000 | |
Nine months ending December 31, 2024 - Operating leases | 180,000 | ||
Nine months ending December 31, 2024 - Finance leases | 24,000 | ||
Thereafter - Operating leases | 10,000 | ||
Thereafter - Finance Leases | |||
Long-term lease obligations - Operating leases | 413,000 | 461,000 | 26,283 |
Long-term lease obligations - Finance leases | 1,000 | $ 36,968 | |
Revision of Prior Period, Adjustment [Member] | |||
Less: current portion - Operating leases | (213,526) | ||
Less: current portion - Finance leases | (36,344) | ||
Long-term lease obligations - Operating leases | 460,636 | ||
Long-term lease obligations - Finance leases | 624 | ||
Long-term lease obligations - Operating leases | 460,636 | ||
Long-term lease obligations - Finance leases | $ 624 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating leases obtained in exchange for new operating lease liabilities | $ 754,960 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 977,000 | $ 962,869 | $ 459,080 |
Less accumulated depreciation | (413,000) | (389,548) | (367,511) |
Total property and equipment, net | 564,000 | 573,321 | 91,569 |
Revision of Prior Period, Adjustment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, net | 573,321 | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 31,000 | 29,581 | 24,061 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 850,000 | 836,771 | 353,343 |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 96,000 | 96,000 | |
Software Development [Member] | Revision of Prior Period, Adjustment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 96,517 | $ 81,676 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 23,000 | $ 13,000 | $ 65,399 | $ 37,923 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options, beginning balance (in shares) | 2,012,750 | 2,036,450 | |
Weighted Average Exercise Price, beginning balance | $ 0.06 | $ 0.06 | |
Number of Options, forfeited | (7,000) | (3,300) | |
Weighted Average Exercise Price, forfeited | $ 0.06 | ||
Number of Options, exercised | (248,934) | (73,700) | |
Weighted Average Exercise Price, forfeited | $ 0.06 | $ 0.06 | |
Number of Options, granted | 50,000 | ||
Weighted Average Exercise Price, granted | $ 0.06 | ||
Number of Options, ending balance (in shares) | 1,756,816 | 2,012,750 | 2,036,450 |
Weighted Average Exercise Price, ending balance | $ 0.06 | $ 0.06 | $ 0.06 |
Schedule of Stock Options Exerc
Schedule of Stock Options Exercisable (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Weighted Average Exercise Price, beginning balance | $ 0.06 | $ 0.06 |
Number of Shares Exercisable | 1,756,816 | |
Weighted average remaining contractual term | 7 years 5 months 15 days |
Schedule of Nonvested Stock Opt
Schedule of Nonvested Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Share-Based Payment Arrangement [Abstract] | ||||||
Nonvested options, beginning balance | 548,807 | 548,807 | 656,742 | |||
Weighted Average Grant Date Fair Value, Nonvested options beginning balance | $ 0.05 | $ 0.05 | $ 0.04 | |||
Nonvested options, forfeited/cancelled | (1,000) | |||||
Weighted Average Grant Date Fair Value, forfeited/cancelled | $ 0.03 | |||||
Nonvested options, vested | (547,807) | (84,235) | ||||
Weighted Average Grant Date Fair Value, vested | $ 0.04 | $ 0.04 | ||||
Nonvested options, granted | 50,000 | |||||
Weighted Average Grant Date Fair Value, granted | $ 14.8715 | [1] | [2] | $ 0.05 | ||
Nonvested options, exercised | (73,700) | |||||
Weighted Average Grant Date Fair Value, vested | $ 0.03 | |||||
Nonvested options, ending balance | 548,807 | |||||
Weighted Average Grant Date Fair Value, Nonvested optionsending balance | $ 0.05 | |||||
[1]Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024.[2]There were no stock options granted during the period. |
Stock Option Plan (Details Narr
Stock Option Plan (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Dec. 31, 2007 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock based compensation expense | $ 53,000 | $ 2,000 | $ 24,325 | $ 7,110 | |||
Options forfeited | 7,000 | 3,300 | |||||
Options issued | 1,294,042 | ||||||
Compensation cost | $ 113 | $ 878 | |||||
Two Thousand And Seven Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares reserved for grant | 2,000,000 | ||||||
Stock option plan description | Options granted under the 2007 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant, or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs | ||||||
Two Thousand And Seventeen Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares reserved for grant | 2,000,000 | 1,000,000 | |||||
Stock option plan description | Options granted under the 2017 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs | ||||||
Number of shares reserved for grant | 2,100,000 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Equity classified measurement input term | 1 year | |
Measurement Input, Price Volatility [Member] | Warrant [Member] | ||
Liability classified measurement input | 89 | |
Equity classified measurement input | 99 | |
Measurement Input, Price Volatility [Member] | Warrant [Member] | Minimum [Member] | ||
Liability classified measurement input | 97 | |
Measurement Input, Price Volatility [Member] | Warrant [Member] | Maximum [Member] | ||
Liability classified measurement input | 98 | |
Measurement Input, Expected Term [Member] | Warrant [Member] | ||
Liability classified measurement input, term maximum | 3 months 18 days | |
Equity classified measurement input term | 1 year 6 months | |
Measurement Input, Expected Term [Member] | Warrant [Member] | Minimum [Member] | ||
Liability classified measurement input, term maximum | 1 year | |
Measurement Input, Expected Term [Member] | Warrant [Member] | Maximum [Member] | ||
Liability classified measurement input, term maximum | 1 year 6 months | |
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | ||
Equity classified measurement input | 5.09 | |
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | Minimum [Member] | ||
Liability classified measurement input | 5.26 | 4.41 |
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | Maximum [Member] | ||
Liability classified measurement input | 5.60 | 4.73 |
Measurement Input, Expected Dividend Rate [Member] | Warrant [Member] | ||
Liability classified measurement input | 0 | 0 |
Equity classified measurement input | 0 |
Schedule of Stock Warrant Activ
Schedule of Stock Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Warrants | ||
Number of Warrants - Liability Classified Outstanding | 367,015 | 367,015 |
Number of Warrants - Equity Classified Outstanding | ||
Weighted Average Exercise Price Outstanding | $ 20 | $ 20 |
Number of Warrants - Liability Classified Granted | ||
Number of Warrants - Liability Classified Granted | 117,903 | |
Weighted Average Exercise Price Outstanding | 20.00 | - |
Number of Warrants - Liability Classified Outstanding | 367,015 | 367,015 |
Number of Warrants - Equity Classified Outstanding | 117,903 | |
Weighted Average Exercise Price Outstanding | $ 20 | $ 20 |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant Liability | $ 1,076,766 | |||
Fair value of converison of stock | 175,355 | |||
Change in warrant Liability | $ 172,000 | 1,076,766 | (124,118) | |
Change in warrant Liability | $ (172,000) | $ (1,076,766) | $ 124,118 | |
Warrant expire date | Dec. 31, 2024 | |||
Remaining weighted average contractual life | 1 year | |||
Redeemable Convertible Preferred Stock Series A Five [Member] | ||||
Warrants granted | 117,903 | 0 |
Research and Development (Detai
Research and Development (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Dec. 31, 2023 | |
Research and Development [Abstract] | ||
Cost incurred | $ 245,000 | $ 245,000 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Jul. 26, 2023 USD ($) shares | Mar. 15, 2023 USD ($) | Jul. 19, 2022 $ / shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Feb. 28, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Nov. 10, 2023 | Nov. 10, 2022 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||
Convertible debt fair value | $ 1,617,000 | $ 2,983,400 | $ 2,983,400 | $ 1,617,000 | ||||||||
Proceeds from issuance of preferred Stock | $ 7,017,000 | $ (294,000) | (5,355,661) | 88,000 | ||||||||
Interest expense | 99,000 | 86,000 | $ 558,082 | 15,878 | ||||||||
Warrants to purchase preferred stock | shares | 53,980 | 53,980 | ||||||||||
Measurement Input, Entity Credit Risk [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, measurement input | 16 | |||||||||||
Measurement Input, Expected Term [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument years | 2 years | |||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, measurement input | 90 | |||||||||||
Measurement Input Probability [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, measurement input | 70 | |||||||||||
Measurement Input Probability [Member] | Non Qualified Financing [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, measurement input | 30 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 10,000,000 | |||||||||||
Debt instrument, interest rate | 7% | |||||||||||
Debt instrument, convertible terms of conversion feature | The principal balance of the AgeX-Serina Note with accrued interest will automatically convert into the Company’s preferred stock if the Company raises at least $25,000,000 through the sale of shares of the Company’s preferred stock. The conversion price per share shall be the lower of (a) 80% of the lowest price at which the shares of preferred stock were sold, and (b) a “capped price” equal to $105,000,000 divided by the Company’s then fully diluted capitalization. AgeX has the option to convert the AgeX-Serina Note into the Company’s preferred stock after a sale of the Company’s preferred stock regardless of the amount sold by the Company. AgeX may (i) at its election, upon a change of control (as defined in the AgeX-Serina Note), convert the AgeX-Serina Note in whole or in part into either (a) cash in an amount equal to 100% of the outstanding principal amount of the AgeX-Serina Note, plus interest, or (b) into the highest ranking shares of the Company then issued at a conversion price equal to the lowest price per share at which the most senior series of the Company’s shares has been sold in a single transaction or a series of related transactions through which the Company raised at least $5,000,000 or (ii) if the AgeX-Serina Note remains outstanding as of the maturity date, AgeX may convert the AgeX-Serina Note into the most senior shares of the Company issued at the time of conversion at a conversion price equal to the capped price. | |||||||||||
Proceeds from issuance of preferred Stock | $ 25,000,000 | |||||||||||
Debt conversion percentage | 0.80 | |||||||||||
Convertible promissory note | $ 105,000,000 | |||||||||||
Carrying value of debt | 10,000,000 | |||||||||||
Convertible debt fair value | 7,760,000 | |||||||||||
Proceeds from issuance of preferred Stock | $ 7,000,000 | $ 2,500,000 | $ 4,780,000 | |||||||||
Convertible Promissory Note [Member] | Minimum [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from issuance of preferred Stock | $ 5,000,000 | |||||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 1,350,000 | $ 1,450,000 | 1,350,000 | $ 3,650,000 | ||||||||
Debt instrument, interest rate | 6% | 6% | ||||||||||
Debt instrument, convertible terms of conversion feature | Preferred Stock issued in the Qualified Financing at a conversion price of the lesser of i) a 20% discount to the price paid by purchasers in the Qualified Financing and ii) the quotient resulted from dividing $100 million by the fully diluted capitalization of the Company immediately prior to the Qualified Financing. If the Company enters into a Non-Qualified Equity Financing (less than $15 million in proceeds), the Holder has the option to convert the Serina Convertible Notes into shares of the Company’s Preferred Stock issued in the Non-Qualified Financing at the price paid per share. The Company may also choose to optionally convert the Serina Convertible Notes into Series A-5 Preferred Stock at a price of $13 per share, and a warrant to purchase shares of Series A-5 Preferred Stock with an exercise price of $20.00, and an expiration date of December 31, 2024. If a Change in Control or an IPO occurs prior to a Qualified Financing, then the Holder has the option to convert outstanding principal and interest into common stock at a price per share equal to an amount obtained by dividing i) the Post-Money Valuation Cap ($100,000,000) by ii) the Fully Diluted Capitalization immediately prior to the conversion. | Preferred Stock issued in the Qualified Financing at a conversion price of the lesser of i) a 20% discount to the price paid by purchasers in the Qualified Financing and ii) the quotient resulted from dividing $100 million by the fully diluted capitalization of Serina immediately prior to the Qualified Financing. If Serina enters into a Non-Qualified Equity Financing (less than $15 million in proceeds), the Holder has the option to convert the Serina Convertible Notes into shares of Serina’s Preferred Stock issued in the Non-Qualified Financing at the price paid per share. Serina may also choose to optionally convert the Serina Convertible Notes into Legacy Serina Series A-5 Preferred Stock at a price of $13.31 per share, and a warrant to purchase shares of Legacy Serina Series A-5 Preferred Stock with an exercise price of $20.47, and an expiration date of December 31, 2024. If a Change in Control or an IPO occurs prior to a Qualified Financing, then the Holder has the option to convert outstanding principal and interest into common stock at a price per share equal to an amount obtained by dividing i) the Post-Money Valuation Cap ($100,000,000) by ii) the Fully Diluted Capitalization immediately prior to the conversion. | ||||||||||
Debt conversion percentage | 0.20 | |||||||||||
Diluted capitalization | $ 100,000,000 | 100,000,000 | ||||||||||
Debt instrument, stock price | $ / shares | $ 20 | |||||||||||
Post money valuation cap | $ 100,000,000 | $ 100,000,000 | ||||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 100,000 | |||||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | Minimum [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from issuance of preferred Stock | 15 | $ 15,000,000 | ||||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from issuance of preferred Stock | $ 15,000,000 | |||||||||||
Convertible Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest expense | $ 558,082 | |||||||||||
Principal amount | $ 1,450,000 | |||||||||||
Accrued interest | 82,695 | |||||||||||
Convertible Notes [Member] | Series A Five Preferred Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Carrying value of debt | $ 962,584 | |||||||||||
Conversion of preferred stock | shares | 115,171 | |||||||||||
Warrants to purchase preferred stock | shares | 117,903 | |||||||||||
Convertible Notes [Member] | Non Qualified Financing [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, conversion price | $ / shares | $ 13 | |||||||||||
Convertible Notes [Member] | Revision of Prior Period, Adjustment [Member] | Series A Five Preferred Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Conversion of preferred stock | shares | 117,903 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Earnings (Loss) Per Common Share Attributable to Common Shareholders (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
NET LOSS PER COMMON SHARE: | ||||
Net income (loss) | $ (9,437,000) | $ 1,658,000 | $ 5,269,854 | $ (2,682,108) |
Less: net earnings allocable to participating securities | ||||
Net earnings (loss) allocable to common shareholders | $ (9,437,000) | $ 1,658,000 | $ 5,269,854 | $ (2,682,108) |
Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share | 2,790,000 | 2,167,000 | 2,288,377 | 2,145,002 |
Basic net earnings (loss) per common share allocable to common stockholders | $ (3.38) | $ 0.77 | $ 2.30 | $ (1.25) |
Add back: interest on convertible promissory notes | $ 85,000 | $ 558,082 | ||
Net earnings (loss) allocable to common shareholders | $ (9,437,000) | $ 1,743,000 | $ 5,827,936 | $ (2,682,108) |
Add: dilutive effect of stock options | 2,031,000 | 1,716,695 | ||
Add: dilutive effect of warrants | 359,000 | |||
Add: dilutive effect of common stock issued for convertible promissory notes | 689,000 | |||
Add: dilutive effect of redeemable convertible preferred stock | 3,323,000 | |||
Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share | 2,790,000 | 8,569,000 | 4,005,072 | 2,145,002 |
Diluted net earnings (loss) per common share attributable to common stockholders | $ (3.38) | $ 0.20 | $ 1.46 | $ (1.25) |
Net earnings (loss) allocable to common stockholders | $ (9,437,000) | $ 1,658,000 | $ 5,269,854 | $ (2,682,108) |
Net earnings (loss) allocable to common stockholders | $ (9,437,000) | $ 1,743,000 | $ 5,827,936 | $ (2,682,108) |
Schedule of Diluted Net Earning
Schedule of Diluted Net Earnings (loss) Per Common Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 3,839,000 | 484,918 | 6,001,998 | |
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 3,402,225 | |||
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 220,008 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 1,736,000 | 2,012,750 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 2,103,000 | 484,918 | 367,015 |
Merger Agreement (Details Narra
Merger Agreement (Details Narrative) | Aug. 29, 2023 $ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Share price | $ 13.20 |
Common stock at a price | $ 18 |
Merger Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock percentage | 75% |
Merger Agreement [Member] | Post Merger Warrants [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock percentage | 25% |
Organization, Business Overvi_2
Organization, Business Overview and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Conversion of Stock, Shares Converted | 0.97682654 | |||
Stock Issued During Period, Shares, Acquisitions | 5,913,277 | |||
Conversion of Stock, Shares Issued | 0.97682654 | |||
Net Income (Loss) Attributable to Parent | $ 9,437,000 | $ (1,658,000) | $ (5,269,854) | $ 2,682,108 |
Net Cash Provided by (Used in) Operating Activities | 1,577,000 | $ 709,000 | 2,477,037 | 2,075,624 |
Cash and Cash Equivalents, at Carrying Value | 8,706,000 | 7,619,000 | $ 532,229 | |
Proceeds from Warrant Exercises | $ 15,000,000 | $ 15,000,000 |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Cash and cash equivalents | $ 8,706,000 | $ 7,619,000 | $ 532,229 | |||
Restricted cash | [1] | 50,000 | ||||
Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows | $ 8,756,000 | 7,619,000 | $ 9,912,000 | 532,229 | $ 314,846 | |
Agex Therapeutics Inc [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Cash and cash equivalents | 345,000 | 645,000 | ||||
Restricted cash | [2] | 50,000 | 50,000 | |||
Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows | $ 395,000 | $ 695,000 | $ 634,000 | |||
[1]Restricted cash entirely represents the deposit required to maintain the Company’s corporate credit card program.[2]Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 26, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Cash, FDIC Insured Amount | $ 2,600,000 | $ 0 | $ 282,000 | ||
[custom:CashExcessOfSIPCInsuredLimits-0] | $ 5,400,000 | $ 7,300,000 | |||
Lessee, Operating Lease, Description | (i) 75% or greater to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) 90% or greater to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Minimum [Member] | |||||
Product Information [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | 3 years | |||
Maximum [Member] | |||||
Product Information [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 10 years | 10 years | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 100% | ||||
Serina Therapeutics Inc [Member] | |||||
Product Information [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 100% | ||||
Univer Xome [Member] | |||||
Product Information [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 94.80% | ||||
Reverse Bioengineering Inc [Member] | |||||
Product Information [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 100% | ||||
Neuro Airmid Therapeutics Inc [Member] | |||||
Product Information [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50% |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Intangible assets | $ 576 | ||
Accumulated amortization | (2) | ||
Total intangible assets, net | $ 574 | ||
Agex Therapeutics Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
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) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
2024 | $ 98 | |
2024 | 131 | |
2025 | 132 | |
Thereafter | 213 | |
Total | $ 574 | |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
2024 | $ 131 | |
2025 | 131 | |
Total | 607 | |
2026 | 132 | |
2027 | 131 | |
2028 | $ 82 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts payable | $ 2,605,000 | $ 580,000 | $ 143,337 |
Accrued compensation and severance expenses | 111,000 | 13,000 | |
Accrued vendors and other expenses | 1,297,000 | 570,000 | |
Total accounts payable and accrued liabilities | $ 4,013,000 | 1,163,000 | |
Agex Therapeutics Inc [Member] | |||
Total accounts payable and accrued liabilities | 2,176,000 | 1,034,000 | |
Accounts Payable and Accrued Liabilities [Member] | Agex Therapeutics Inc [Member] | |||
Accounts payable | 1,413,000 | 568,000 | |
Accrued compensation and severance expenses | 234,000 | 193,000 | |
Accrued vendors and other expenses | 529,000 | 273,000 | |
Total accounts payable and accrued liabilities | $ 2,176,000 | $ 1,034,000 |
Selected Balance Sheet Compon_3
Selected Balance Sheet Components (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 13, 2018 | Nov. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Depreciation | $ 23,000 | $ 13,000 | $ 65,399 | $ 37,923 | ||
Amortization expense of intangible assets | $ 2,000 | |||||
Number of shares issued for acquired, shares | 5,913,277 | |||||
Aggregate of acquisition cost | $ 3,000,000 | |||||
Estimated useful life | 10 years | |||||
Agex Therapeutics Inc [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Amortization expense of intangible assets | 131,000 | $ 132,000 | ||||
Value of common stock issued for acquisition | $ 4,300,000 | |||||
Estimated useful life | 10 years | |||||
Royalty percentage | 1% | |||||
Asset Purchase Agreement [Member] | Agex Therapeutics Inc [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 |
Grant Revenues (Details Narrati
Grant Revenues (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 5,000 | $ 30,000 | $ 3,153,500 | $ 591,500 | ||
Supplemental Grant Program [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 5,000 | |||||
Supplemental Grant Program [Member] | Grant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 245,000 | $ 250,000 | $ 245,000 | |||
Accounts Receivable, Credit Loss Expense (Reversal) | $ 30,000 |
Schedule of Debt Issuance Costs
Schedule of Debt Issuance Costs and Debt Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Total Debt Net [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | $ 9,300 | |
Origination Fee | 1,288 | |
Total Debt | 10,588 | |
Debt Issuance Costs | (149) | |
Total Debt, Net | 10,439 | |
Total Debt Net [Member] | Agex Therapeutics Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | $ 38,160 | |
Origination Fee | 2,290 | |
Total Debt | 4,450 | |
Debt Issuance Costs | (9,669) | |
Total Debt, Net | 4,365 | |
Debt Exchanged for Preferred Stock | (36,000) | |
Amortization of Debt Issuance Costs | 9,584 | |
Debt [Member] | Agex Therapeutics Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | 28,160 | |
Origination Fee | 1,590 | |
Total Debt | 3,757 | |
Debt Issuance Costs | (9,003) | |
Total Debt, Net | 3,672 | |
Debt Exchanged for Preferred Stock | (25,993) | |
Amortization of Debt Issuance Costs | 8,918 | |
2022 Secured Note [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | 9,300 | |
Origination Fee | 595 | |
Total Debt | 9,895 | |
Debt Issuance Costs | (149) | |
Total Debt, Net | 9,746 | |
2022 Secured Note [Member] | Agex Therapeutics Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | 20,160 | |
Origination Fee | 1,590 | |
Total Debt | 3,757 | |
Debt Issuance Costs | (6,197) | |
Total Debt, Net | 3,672 | |
Debt Exchanged for Preferred Stock | (17,993) | |
Amortization of Debt Issuance Costs | 6,112 | |
2023 Secured Note [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | ||
Origination Fee | 693 | |
Total Debt | 693 | |
Debt Issuance Costs | ||
Total Debt, Net | $ 693 | |
2023 Secured Note [Member] | Agex Therapeutics Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | 10,000 | |
Origination Fee | 700 | |
Total Debt | 693 | |
Debt Issuance Costs | (666) | |
Total Debt, Net | 693 | |
Debt Exchanged for Preferred Stock | (10,007) | |
Amortization of Debt Issuance Costs | 666 | |
2020 Loan Agreement [Member] | Agex Therapeutics Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Drawdown of Funds | 8,000 | |
Origination Fee | ||
Total Debt | ||
Debt Issuance Costs | (2,806) | |
Total Debt, Net | ||
Debt Exchanged for Preferred Stock | (8,000) | |
Amortization of Debt Issuance Costs | $ 2,806 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
May 09, 2024 | Mar. 14, 2024 | Dec. 21, 2023 | Jul. 31, 2023 | Jul. 24, 2023 | May 15, 2023 | May 09, 2023 | Mar. 15, 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 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 26, 2024 | Dec. 05, 2023 | Nov. 15, 2023 | Nov. 10, 2023 | Nov. 09, 2023 | Oct. 31, 2023 | Oct. 03, 2023 | Jul. 26, 2023 | Nov. 10, 2022 | Dec. 31, 2021 | |||||
Warrant purchase | 53,980 | 53,980 | |||||||||||||||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | 1 for 35.17 | ||||||||||||||||||||||||||||||||||||
Common stock held | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Warrants outstanding | 117,903 | 117,903 | |||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | 8,413,889 | 2,218,500 | 2,467,434 | 2,467,434 | 2,218,500 | ||||||||||||||||||||||||||||||||
Proceeds from issuance costs | $ 4,422 | ||||||||||||||||||||||||||||||||||||
[custom:ChangeInFairValueOfConvertiblePromissoryNotes] | $ 7,017,000 | $ (294,000) | $ (5,355,661) | $ 88,000 | |||||||||||||||||||||||||||||||||
Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Line of credit facility | $ 2,000,000,000 | $ 2,000,000,000 | |||||||||||||||||||||||||||||||||||
Warrant purchase | 53,980 | 53,980 | |||||||||||||||||||||||||||||||||||
Common stock held | $ 250,000 | $ 250,000 | |||||||||||||||||||||||||||||||||||
Convertiable promissoty note | $ 105,000,000 | ||||||||||||||||||||||||||||||||||||
Warrants outstanding | 12,924 | [1] | [1] | [1] | 12,924 | [1] | |||||||||||||||||||||||||||||||
Common stock, shares, outstanding | 1,079,000 | 1,079,000 | 1,079,000 | 1,079,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||||||||||||||
Agex Therapeutics Inc [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||
2022 Warrants [Member] | |||||||||||||||||||||||||||||||||||||
Warrants exercise price, minimum | $ 20.75 | ||||||||||||||||||||||||||||||||||||
Warrants exercise price, maximum | 30.94 | ||||||||||||||||||||||||||||||||||||
2022 Warrants [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Warrants exercise price, minimum | 20.75 | ||||||||||||||||||||||||||||||||||||
Warrants exercise price, maximum | $ 30.94 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||
Warrants outstanding | 129,593 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Secured debt | $ 15,160,000 | $ 15,160,000 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, shares | 616,000 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | 1,079,022 | 1,079,080 | 1,079,080 | 1,079,022 | |||||||||||||||||||||||||||||||||
Proceeds from issuance costs | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||
Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Secured debt | $ 25,960,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of secured debt | 7,500,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, indebtedness | $ 17,992,800 | ||||||||||||||||||||||||||||||||||||
Line of credit, current borrowing capacity | 16,660,000 | 16,660,000 | |||||||||||||||||||||||||||||||||||
Loan fee | 1,332,800 | ||||||||||||||||||||||||||||||||||||
Secured Convertible Promissory Note [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Secured debt | $ 20,160,000 | 20,160,000 | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of secured debt | 7,500,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, indebtedness | 17,992,800 | ||||||||||||||||||||||||||||||||||||
Line of credit, current borrowing capacity | 16,660,000 | 16,660,000 | |||||||||||||||||||||||||||||||||||
Loan fee | 1,332,800 | ||||||||||||||||||||||||||||||||||||
Convertiable promissoty note | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20% | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds from (Repayments of) Debt | $ 525,000 | ||||||||||||||||||||||||||||||||||||
Convertiable promissoty note | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||||||||||||||||||||||||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 7,800,000 | 7,500,000 | $ 3,000,000 | ||||||||||||||||||||||||||||||||||
[custom:ChangeInFairValueOfConvertiblePromissoryNotes] | 7,000,000 | $ 2,500,000 | $ 4,780,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The principal balance of the AgeX-Serina Note with accrued interest will automatically convert into the Company’s preferred stock if the Company raises at least $25,000,000 through the sale of shares of the Company’s preferred stock. The conversion price per share shall be the lower of (a) 80% of the lowest price at which the shares of preferred stock were sold, and (b) a “capped price” equal to $105,000,000 divided by the Company’s then fully diluted capitalization. AgeX has the option to convert the AgeX-Serina Note into the Company’s preferred stock after a sale of the Company’s preferred stock regardless of the amount sold by the Company. AgeX may (i) at its election, upon a change of control (as defined in the AgeX-Serina Note), convert the AgeX-Serina Note in whole or in part into either (a) cash in an amount equal to 100% of the outstanding principal amount of the AgeX-Serina Note, plus interest, or (b) into the highest ranking shares of the Company then issued at a conversion price equal to the lowest price per share at which the most senior series of the Company’s shares has been sold in a single transaction or a series of related transactions through which the Company raised at least $5,000,000 or (ii) if the AgeX-Serina Note remains outstanding as of the maturity date, AgeX may convert the AgeX-Serina Note into the most senior shares of the Company issued at the time of conversion at a conversion price equal to the capped price. | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||
Convertiable promissoty note | $ 1,350,000 | $ 1,450,000 | $ 1,350,000 | $ 3,650,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | 6% | |||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Preferred Stock issued in the Qualified Financing at a conversion price of the lesser of i) a 20% discount to the price paid by purchasers in the Qualified Financing and ii) the quotient resulted from dividing $100 million by the fully diluted capitalization of the Company immediately prior to the Qualified Financing. If the Company enters into a Non-Qualified Equity Financing (less than $15 million in proceeds), the Holder has the option to convert the Serina Convertible Notes into shares of the Company’s Preferred Stock issued in the Non-Qualified Financing at the price paid per share. The Company may also choose to optionally convert the Serina Convertible Notes into Series A-5 Preferred Stock at a price of $13 per share, and a warrant to purchase shares of Series A-5 Preferred Stock with an exercise price of $20.00, and an expiration date of December 31, 2024. If a Change in Control or an IPO occurs prior to a Qualified Financing, then the Holder has the option to convert outstanding principal and interest into common stock at a price per share equal to an amount obtained by dividing i) the Post-Money Valuation Cap ($100,000,000) by ii) the Fully Diluted Capitalization immediately prior to the conversion. | Preferred Stock issued in the Qualified Financing at a conversion price of the lesser of i) a 20% discount to the price paid by purchasers in the Qualified Financing and ii) the quotient resulted from dividing $100 million by the fully diluted capitalization of Serina immediately prior to the Qualified Financing. If Serina enters into a Non-Qualified Equity Financing (less than $15 million in proceeds), the Holder has the option to convert the Serina Convertible Notes into shares of Serina’s Preferred Stock issued in the Non-Qualified Financing at the price paid per share. Serina may also choose to optionally convert the Serina Convertible Notes into Legacy Serina Series A-5 Preferred Stock at a price of $13.31 per share, and a warrant to purchase shares of Legacy Serina Series A-5 Preferred Stock with an exercise price of $20.47, and an expiration date of December 31, 2024. If a Change in Control or an IPO occurs prior to a Qualified Financing, then the Holder has the option to convert outstanding principal and interest into common stock at a price per share equal to an amount obtained by dividing i) the Post-Money Valuation Cap ($100,000,000) by ii) the Fully Diluted Capitalization immediately prior to the conversion. | |||||||||||||||||||||||||||||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 15 | $ 15,000,000 | |||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Series A Five Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Warrant purchase | 117,903 | ||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 115,171 | ||||||||||||||||||||||||||||||||||||
Juvenescence Limited [Member] | |||||||||||||||||||||||||||||||||||||
Extinguishment of debt | 36,000,000 | ||||||||||||||||||||||||||||||||||||
Juvenescence Limited [Member] | Agex Therapeutics Inc [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] | Agex Therapeutics Inc [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 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of long term debt | 10,000,000 | ||||||||||||||||||||||||||||||||||||
Juvenescence Limited [Member] | Secured Convertible Promissory Note [Member] | Agex Therapeutics Inc [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] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Common stock outstanding percentage | 15% | ||||||||||||||||||||||||||||||||||||
Juvenescence [Member] | |||||||||||||||||||||||||||||||||||||
Warrant purchase | 294,482 | 294,482 | |||||||||||||||||||||||||||||||||||
Accounts payable | $ 66,000 | ||||||||||||||||||||||||||||||||||||
Juvenescence [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Warrant purchase | 294,482 | 294,482 | |||||||||||||||||||||||||||||||||||
Accounts payable | $ 141,000 | $ 66,000 | $ 66,000 | $ 141,000 | |||||||||||||||||||||||||||||||||
Line of credit outstanding principal | 2,500,000 | ||||||||||||||||||||||||||||||||||||
Reimbursement | 280,000 | ||||||||||||||||||||||||||||||||||||
Juvenescence [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Convertiable promissoty note | 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] | Secured Convertible Promissory Note [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Convertiable promissoty note | $ 10,000,000 | 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. | ||||||||||||||||||||||||||||||||||||
Merger Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Other Liabilities | $ 500,000 | ||||||||||||||||||||||||||||||||||||
Merger Agreement [Member] | 2022 Warrants [Member] | |||||||||||||||||||||||||||||||||||||
Warrants exercise price, minimum | $ 20.75 | ||||||||||||||||||||||||||||||||||||
Warrants exercise price, maximum | $ 25.01 | ||||||||||||||||||||||||||||||||||||
Merger Agreement [Member] | Juvenescence [Member] | |||||||||||||||||||||||||||||||||||||
Warrant purchase | 129,593 | ||||||||||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesIssuedCancelled] | 164,889 | ||||||||||||||||||||||||||||||||||||
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 | $ 8,160,000 | ||||||||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | 7,160,000 | ||||||||||||||||||||||||||||||||||||
2022 Secured Convertible Promissory Note and Security Agreement [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Line of credit | $ 13,160,000 | ||||||||||||||||||||||||||||||||||||
Line of credit, term | 12 months | ||||||||||||||||||||||||||||||||||||
Line of credit facility | $ 8,160,000 | ||||||||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | 7,160,000 | ||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
2022 Secured Convertible Promissory Note and Security Agreement [Member] | Secured Convertible Promissory Note [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Increase in line of credit | $ 4,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||||||||
2022 Secured Note [Member] | |||||||||||||||||||||||||||||||||||||
Line of credit | $ 5,800,000 | $ 2,400,000 | $ 4,400,000 | ||||||||||||||||||||||||||||||||||
2022 Secured Note [Member] | Agex Therapeutics Inc [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 UniverXome 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 UniverXome in excess of $25,000 is not paid on its due date; | ||||||||||||||||||||||||||||||||||||
Security Agreement [Member] | Agex Therapeutics Inc [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; | ||||||||||||||||||||||||||||||||||||
2019 Loan Agreement [Member] | Juvenescence [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Line of credit | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||
Line of credit, term | 18 months | ||||||||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 7,000,000 | ||||||||||||||||||||||||||||||||||||
Increase in line of credit | $ 1,000,000 | $ 4,000,000 | |||||||||||||||||||||||||||||||||||
Line of credit outstanding principal | 7,000,000 | ||||||||||||||||||||||||||||||||||||
Origination fee | $ 160,000 | ||||||||||||||||||||||||||||||||||||
2020 Loan Agreement [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Line of credit | $ 8,000,000 | ||||||||||||||||||||||||||||||||||||
Line of credit, term | 18 months | ||||||||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||||||||||||||||||||
Line of credit, current borrowing capacity | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||
Warrant purchase | 104,365 | ||||||||||||||||||||||||||||||||||||
Common stock, shares | 810 | ||||||||||||||||||||||||||||||||||||
Warrants outstanding | 25,628 | 25,628 | |||||||||||||||||||||||||||||||||||
2020 Loan Agreement [Member] | Agex Therapeutics Inc [Member] | Extended Maturity [Member] | |||||||||||||||||||||||||||||||||||||
Line of credit, extended maturity date | Mar. 30, 2024 | ||||||||||||||||||||||||||||||||||||
2020 Loan Agreement [Member] | Warrant [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Warrant purchase | 104,365 | 104,365 | |||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | 25,628 | 25,628 | |||||||||||||||||||||||||||||||||||
2020 Loan Agreement [Member] | 2020 Warrants [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Warrants exercise price, minimum | $ 28.49 | ||||||||||||||||||||||||||||||||||||
Warrants exercise price, maximum | $ 66.65 | ||||||||||||||||||||||||||||||||||||
2020 Loan Agreement [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Extinguishment of debt | $ 8,000,000 | ||||||||||||||||||||||||||||||||||||
Fourth Amendment [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Debt conversion description | 19.9 | ||||||||||||||||||||||||||||||||||||
Registration Rights Agreements [Member] | Agex Therapeutics Inc [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. | |||||||||||||||||||||||||||||||||||
Convertible Note Purchase Agreement [Member] | Juvenescence [Member] | |||||||||||||||||||||||||||||||||||||
Convertiable promissoty note | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||||||||||||||||||||||||||||||||||
Convertible Note Purchase Agreement [Member] | Juvenescence [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||||||||||||||
Convertiable promissoty note | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||||||||||||||||||||||||||||||||||
[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. |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of Options, beginning balance (in shares) | 1,756,816 | 2,012,750 | 2,012,750 | 2,036,450 | |||
Weighted Average Exercise Price, beginning balance | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | |||
Number of options outstanding, options granted | 50,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 14.8715 | [1] | [2] | $ 0.05 | |||
Number of Options, ending balance (in shares) | 1,756,816 | 2,012,750 | |||||
Weighted Average Exercise Price, ending balance | $ 0.06 | $ 0.06 | |||||
Weighted average exercise price, options granted | 0.06 | ||||||
Weighted average exercise price, options forfeited, cancelled or expired | 0.06 | 0.06 | |||||
Agex Therapeutics Inc [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 26.73 | $ 27.76 | |||||
Two Thousand Twenty Four Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares available for grant, beginning balance | 1,725,000 | ||||||
Number of Options, beginning balance (in shares) | |||||||
Number of RSUs outstanding, beginning balance | |||||||
Weighted Average Exercise Price, beginning balance | |||||||
Shares available for grant, options granted | (72,000) | 72,378 | |||||
Number of options outstanding, options granted | 72,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 14.8715 | ||||||
Shares available for grant, ending balance | 1,653,000 | 1,653,000 | |||||
Number of Options, ending balance (in shares) | 72,000 | 72,000 | |||||
Number of RSUs outstanding, ending balance | |||||||
Weighted Average Exercise Price, ending balance | $ 14.8715 | $ 14.8715 | |||||
Number of options outstanding, exercisable, ending balance | 4,000 | 4,000 | |||||
Weighted average exercise price, exercisable, ending balance | $ 14.8715 | $ 14.8715 | |||||
Number of RSUs outstanding, options granted | |||||||
Equity Incentive Plan [Member] | Employee Stock [Member] | Agex Therapeutics Inc [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares available for grant, beginning balance | 156,000 | 146,000 | 146,000 | 29,000 | |||
Number of Options, beginning balance (in shares) | 83,000 | 93,000 | 93,000 | 96,000 | |||
Number of RSUs outstanding, beginning balance | |||||||
Weighted Average Exercise Price, beginning balance | $ 80.28 | $ 79.07 | $ 79.07 | $ 81.62 | |||
Number of options outstanding, options granted | 1,000 | 3,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | |||||||
Shares available for grant, ending balance | 156,000 | 146,000 | |||||
Number of Options, ending balance (in shares) | 83,000 | 93,000 | |||||
Number of RSUs outstanding, ending balance | |||||||
Weighted Average Exercise Price, ending balance | $ 80.28 | $ 79.07 | |||||
Number of options outstanding, exercisable, ending balance | 80,000 | ||||||
Weighted average exercise price, exercisable, ending balance | $ 81.70 | ||||||
Shares available for grant increase option pool | 114,000 | ||||||
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 | (1,000) | (3,000) | |||||
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 | 11,000 | 6,000 | |||||
Number of options outstanding, options forfeited, cancelled or expired | (11,000) | (6,000) | |||||
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 | |||||||
[1]Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024.[2]There were no stock options granted during the period. |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 53,000 | $ 2,000 | $ 24,325 | $ 7,110 |
Agex Therapeutics Inc [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 648,000 | 760,000 | ||
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 4,000 | |||
Research and Development Expense [Member] | Agex Therapeutics Inc [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 9,000 | 32,000 | ||
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 49,000 | $ 2,000 | ||
General and Administrative Expense [Member] | Agex Therapeutics Inc [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 639,000 | $ 728,000 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | [1] | Mar. 31, 2023 | [2] | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Grant Price | $ 14.8715 | $ 0.05 | ||||
Market price | $ 14.8715 | |||||
Expected life (in years) | 5 years 9 months 3 days | |||||
Volatility | 117.83% | |||||
Risk-free interest rates | 4.18% | |||||
Dividend yield | ||||||
Agex Therapeutics Inc [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Grant Price | $ 26.73 | $ 27.76 | ||||
Expected life (in years) | 5 years 1 month 24 days | 5 years 6 months 29 days | ||||
Volatility | 118.12% | 130.71% | ||||
Risk-free interest rates | 4.12% | 1.74% | ||||
Dividend yield | ||||||
[1]Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024.[2]There were no stock options granted during the period. |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Operating cash flows from operating leases | $ 55 | $ 44 |
Operating cash flows from financing leases | 1 | 2 |
Financing cash flows from financing leases | 13 | 11 |
Operating leases | 497 | |
Financing leases |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Operating lease | |||
Right-of-use assets | $ 862,000 | $ 862,000 | |
Accumulated Amortization | (235,000) | (196,000) | |
Right-of-use asset, net | 627,000 | 666,000 | $ 84,752 |
Right-of-use lease liability, current | 207,000 | 213,526 | 80,696 |
Right-of-use lease liability, noncurrent | 413,000 | 461,000 | 26,283 |
Total operating lease liabilities | 620,000 | 675,000 | |
Finance leases | |||
Right-of-use assets | 163,000 | 163,000 | |
Accumulated Amortization | (59,000) | (53,000) | |
Right-of-use asset, net | 104,000 | 110,000 | 133,146 |
Right-of-use lease liability, current | 24,000 | 36,344 | 47,708 |
Right-of-use lease liability, noncurrent | 1,000 | $ 36,968 | |
Total operating lease liabilities | $ 24,000 | $ 37,000 | |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 1 month 24 days | 3 years 3 months 25 days | 1 year 3 months 18 days |
Finance Lease, Weighted Average Remaining Lease Term | 5 months 26 days | 7 months 20 days | 1 year 8 months 15 days |
Operating Lease, Weighted Average Discount Rate, Percent | 6.67% | 6.67% | 6.67% |
Finance Lease, Weighted Average Discount Rate, Percent | 11.90% | 11.90% | 11.90% |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
May 09, 2024 | Mar. 31, 2024 | Mar. 14, 2024 | Jul. 31, 2023 | Mar. 31, 2024 | Mar. 20, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 27, 2024 | Mar. 26, 2024 | Feb. 01, 2024 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Conversion of Stock, Shares Issued | 0.97682654 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.06 | $ 0.06 | $ 0.06 | ||||||||||
Reverse stock split ratio | 1 for 35.17 | ||||||||||||
Share-Based Payment Arrangement, Expense | $ 53,000 | $ 2,000 | $ 24,325 | $ 7,110 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 5 months 15 days | ||||||||||||
Number of options exercised | 248,934 | 73,700 | |||||||||||
Options granted and outstanding exercised | 4,000 | ||||||||||||
Proceeds from line of credit | $ 2,400,000 | ||||||||||||
Preferred Stock, Convertible, Shares Issuable | 5,913,277 | 5,913,277 | |||||||||||
Common Stock, Shares, Issued | 8,414,000 | 8,414,000 | 2,467,434 | 2,218,500 | |||||||||
Convertible Promissory Note [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Proceeds from (Repayments of) Debt | $ 525,000 | ||||||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Proceeds from (Repayments of) Debt | $ 525,000 | ||||||||||||
Agex Therapeutics Inc [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ 648,000 | $ 760,000 | |||||||||||
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 | |||||||||||
Proceeds from line of credit | $ 17,500,000 | $ 6,000,000 | |||||||||||
Common Stock, Shares, Issued | 1,079,000 | 1,079,000 | |||||||||||
Agex Therapeutics Inc [Member] | Juvenescence Limited [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock outstanding percentage | 85% | ||||||||||||
Agex Therapeutics Inc [Member] | Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Reverse stock split ratio | 1 for 35.17 | ||||||||||||
Granted options 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. | ||||||||||||
Agex Therapeutics Inc [Member] | Subsequent Event [Member] | Juvenescence Limited [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Preferred Stock, Convertible, Shares Issuable | 1,421,666 | ||||||||||||
Common Stock, Shares, Issued | 1,889,323 | ||||||||||||
Common stock outstanding percentage | 75.60% | ||||||||||||
Agex Therapeutics Inc [Member] | Subsequent Event [Member] | 2022 Secured Note [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Proceeds from line of credit | $ 5,800,000 | ||||||||||||
Agex Therapeutics Inc [Member] | 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. | ||||||||||||
Maximum [Member] | Agex Therapeutics Inc [Member] | Stock Options [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options exercisable | $ 100,000 | ||||||||||||
Restricted Stock And Restricted Stock Units [Member] | Maximum [Member] | Agex Therapeutics Inc [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. | ||||||||||||
Stock Appreciation Rights (SARs) [Member] | Agex Therapeutics Inc [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% | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | Agex Therapeutics Inc [Member] | |||||||||||||
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 | ||||||||||||
Two Thousand Twenty Four Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 1,653,000 | 1,653,000 | 1,725,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 14.8715 | $ 14.8715 | |||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentNumberOfSharesAvailableForGrant] | 72,000 | (72,378) | |||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentNumberOfSharesAvailableForGrant] | (72,000) | 72,378 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 12.79 | ||||||||||||
Share-Based Payment Arrangement, Expense | $ 874,000 | ||||||||||||
Two Thousand Twenty Four Incentive Plan [Member] | Minimum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years | ||||||||||||
Two Thousand Twenty Four Incentive Plan [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years | ||||||||||||
Two Thousand Twenty Four Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 1,725,000 | ||||||||||||
Serina Two Thousand Seventeen Stock Option Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 1,651,634 | 1,651,634 | |||||||||||
Conversion of Stock, Shares Issued | 0.97682654 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.06 | $ 0.06 | |||||||||||
Serina Two Thousand Seventeen Equity Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.7751 | $ 0.7751 | |||||||||||
Number of common stock reserved | 241,683 | 241,683 | |||||||||||
Reverse stock split ratio | reverse stock split ratio of 1 for 35.17. | ||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentNumberOfSharesAvailableForGrant] | 12,212 | ||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentNumberOfSharesAvailableForGrant] | (12,212) | ||||||||||||
Serina Two Thousand Seventeen Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 13.19 | $ 13.19 | |||||||||||
Serina Two Thousand Seventeen Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 26.73 | $ 26.73 | |||||||||||
Two Thousand Seventeen Equity Incentive Plan [Member] | Agex Therapeutics Inc [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] | Agex Therapeutics Inc [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] | Restricted Stock [Member] | Maximum [Member] | Agex Therapeutics Inc [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options to purchase shares | 14,216 |
Schedule of Disaggregated of Re
Schedule of Disaggregated of Revenues (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | $ 5,000 | $ 30,000 | $ 3,153,500 | $ 591,500 |
Grant Revenues [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | $ 5,000 | $ 30,000 | ||
Other Revenues [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | ||||
Agex Therapeutics Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 142,000 | 34,000 | ||
Agex Therapeutics Inc [Member] | Grant Revenues [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 77,000 | |||
Agex Therapeutics Inc [Member] | Other Revenues [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | $ 65,000 | $ 34,000 |
Schedule of Disaggregated Geogr
Schedule of Disaggregated Geographical Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenues | $ 5,000 | $ 30,000 | $ 3,153,500 | $ 591,500 |
Agex Therapeutics Inc [Member] | ||||
Total revenues | 142,000 | 34,000 | ||
UNITED STATES | Agex Therapeutics Inc [Member] | ||||
Total revenues | 90,000 | 10,000 | ||
Foreign [Member] | Agex Therapeutics Inc [Member] | ||||
Total revenues | $ 52,000 | $ 24,000 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | 3,839,000 | 484,918 | 6,001,998 | ||
Equity Option [Member] | Agex Therapeutics Inc [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | 91,000 | 94,000 | |||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | 2,103,000 | 484,918 | 367,015 | ||
Warrant [Member] | Agex Therapeutics Inc [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | [1] | 352,000 | 272,000 | ||
Restricted Stock Units (RSUs) [Member] | Agex Therapeutics Inc [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 share of common stock | 53,980 | |
Agex Therapeutics Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrant to purchase share of common stock | 53,980 | |
Loan Agreements [Member] | Agex Therapeutics Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrant to purchase share of common stock | 320,115 | 344,875 |
Organization, Basis of Presen_3
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] | |||||||
Reverse stock split ratio | 1 for 35.17 | ||||||
Additional capital | $ 10,100,000 | ||||||
Accumulated deficit | $ 5,435,000 | 33,177,000 | $ 38,446,482 | ||||
Agex Therapeutics Inc [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Accumulated deficit | 131,013,000 | $ 116,210,000 | |||||
Cash Equivalents, at Carrying Value | $ 300,000 | ||||||
Agex Therapeutics Inc [Member] | Juvenescence [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership, percentage | 75.60% | ||||||
Agex Therapeutics Inc [Member] | ReCyte Therapeutics, Inc. [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership, percentage | 100% | ||||||
Agex Therapeutics Inc [Member] | NeuroAirmid [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership, percentage | 50% | ||||||
Agex Therapeutics Inc [Member] | Juvenescence Limited [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Borrowing amount | $ 10,000,000 | ||||||
Agex Therapeutics Inc [Member] | Serina Therapeutics Inc [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Loan amount | $ 10,000,000 | ||||||
Agex Therapeutics Inc [Member] | 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] | Agex Therapeutics Inc [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] | Agex Therapeutics Inc [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 |
Convertible Note Receivable (De
Convertible Note Receivable (Details Narrative) - USD ($) | Dec. 31, 2023 | Mar. 15, 2023 | Mar. 13, 2023 |
Agex Therapeutics Inc [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 105,000,000 | ||
Debt interest rate | 10% | ||
Other assets | $ 250,000 | ||
Agex Therapeutics Inc [Member] | 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] | Agex Therapeutics Inc [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 | ||
Juvenescence [Member] | Agex Therapeutics Inc [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% | ||
Juvenescence [Member] | Convertible Note Purchase Agreement [Member] | Agex Therapeutics Inc [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 10,000,000 | ||
Debt interest rate | 7% | ||
Accrued interest | $ 10,544,000 | ||
Juvenescence Limited [Member] | Agex Therapeutics Inc [Member] | Secured Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 5,000,000 | ||
Outstanding percent | 100% |
Schedule of Warrants Liabilitie
Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Apr. 04, 2023 | Mar. 31, 2023 | Feb. 15, 2023 | Feb. 09, 2023 | Jan. 25, 2023 | Dec. 31, 2022 | Dec. 14, 2022 | Oct. 21, 2022 | Sep. 30, 2022 | Aug. 16, 2022 | Aug. 15, 2022 | Jun. 30, 2022 | Jun. 06, 2022 | Apr. 04, 2022 | Mar. 31, 2022 | Feb. 15, 2022 | Feb. 14, 2022 | Mar. 31, 2024 | [1] | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 29, 2023 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Price | $ 13.20 | ||||||||||||||||||||||||
Interest Rate (annual) | 4.18% | [2] | |||||||||||||||||||||||
Volatility (annual) | 117.83% | [2] | |||||||||||||||||||||||
Time to Maturity (Years) | 5 years 9 months 3 days | [2] | |||||||||||||||||||||||
Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||
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] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||
Exercise Price | [3] | $ 24.72 | $ 27.43 | ||||||||||||||||||||||
Warrant Expiration Date | [4] | Feb. 08, 2026 | Feb. 13, 2025 | ||||||||||||||||||||||
Stock Price | [5] | $ 23.20 | $ 24.32 | ||||||||||||||||||||||
Interest Rate (annual) | [6] | 4.15% | 1.80% | ||||||||||||||||||||||
Volatility (annual) | [7] | 118.94% | 122.99% | ||||||||||||||||||||||
Time to Maturity (Years) | 3 years | 3 years | |||||||||||||||||||||||
Calculated fair value per share | $ 16.38 | $ 17.11 | |||||||||||||||||||||||
Issuance Date [Member] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||
Exercise Price | [3] | $ 23.25 | $ 21.93 | $ 25.85 | $ 20.75 | $ 24.27 | $ 23.56 | $ 25.01 | $ 30.94 | $ 27.43 | $ 27.43 | ||||||||||||||
Warrant Expiration Date | [4] | 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 | [5] | $ 23.67 | $ 21.10 | $ 26.42 | $ 18.99 | $ 21.81 | $ 22.51 | $ 28.14 | $ 28.79 | $ 26.28 | $ 24.32 | ||||||||||||||
Interest Rate (annual) | [6] | 3.60% | 4.35% | 3.84% | 3.94% | 4.52% | 3.19% | 2.94% | 2.61% | 1.80% | 1.80% | ||||||||||||||
Volatility (annual) | [7] | 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] | Agex Therapeutics Inc [Member] | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||
Exercise Price | [3] | $ 23.25 | $ 19.34 | $ 21.45 | $ 21.10 | $ 33.06 | $ 23.25 | 19.34 | |||||||||||||||||
Warrant Expiration Date | [4] | Mar. 30, 2026 | Dec. 30, 2025 | Sep. 29, 2025 | Jun. 29, 2025 | Mar. 30, 2025 | |||||||||||||||||||
Stock Price | [5] | $ 23.32 | $ 19.41 | $ 19.75 | $ 20.27 | $ 30.04 | 23.32 | 19.41 | |||||||||||||||||
Interest Rate (annual) | [6] | 3.81% | 4.22% | 4.25% | 2.99% | 2.45% | |||||||||||||||||||
Volatility (annual) | [7] | 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 | $ 16.15 | $ 13.93 | ||||||||||||||||||
[1]Relates to stock options granted under the Serina 2024 Equity Incentive Plan on March 27, 2024.[2]There were no stock options granted during the period.[3]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 ($) |
Agex Therapeutics Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Lines of credit current | $ 2,000,000 |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding and Fair Values (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Balance as of December 31, 2023 | $ 1,076,766 | $ 1,076,766 | $ 952,648 | |||||
Number of Warrants - Equity Classified Outstanding | 117,903 | |||||||
Weighted Average Exercise Price Outstanding | $ 20 | $ 20 | $ 20 | $ 20 | ||||
Change in fair value of warrants | $ (172,000) | $ (1,076,766) | $ 124,118 | |||||
Balance as of March 31, 2024 | 905,000 | $ 1,076,766 | ||||||
Number of Warrants - Equity Classified Outstanding | 117,903 | |||||||
Weighted Average Exercise Price Outstanding | $ 20 | $ 20 | ||||||
Agex Therapeutics Inc [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Balance as of December 31, 2023 | [1] | $ 500,000 | [1] | $ 500,000 | [1] | |||
Number of Warrants - Equity Classified Outstanding | [2] | 12,924 | [2] | 12,924 | [2] | |||
Weighted Average Exercise Price Outstanding | $ 13.93 | $ 13.93 | ||||||
Fair value as of period beginning balance, fair value | ||||||||
Change in fair value of warrants | $ 35,000 | 225,000 | ||||||
Credit Line and Draw amounts | [2] | |||||||
Fair value, shares | [3] | |||||||
Fair value, per share | ||||||||
Fair value | $ 35,000 | $ 225,000 | ||||||
Fair value | $ 180,000 | 180,000 | ||||||
Balance as of March 31, 2024 | [1] | $ 500,000 | ||||||
Number of Warrants - Equity Classified Outstanding | [2] | 12,924 | ||||||
Weighted Average Exercise Price Outstanding | $ 13.93 | |||||||
Fair value | ||||||||
Agex Therapeutics Inc [Member] | 2022 Secured Note [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Line of credit increase | 2,000,000,000 | |||||||
Agex Therapeutics Inc [Member] | Initial measurement date of 2/14/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [1] | $ 13,160,000 | ||||||
Fair value, shares | [2] | 239,860 | ||||||
Fair value, per share | $ 17.11 | |||||||
Fair value | $ 4,103,000 | |||||||
Agex Therapeutics Inc [Member] | 2/14/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (7,160,000) | ||||||
Fair value, shares | [3] | (130,501) | ||||||
Fair value, per share | $ 17.11 | |||||||
Fair value | $ (2,232,000) | |||||||
Agex Therapeutics Inc [Member] | 2/15/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (1,000,000) | ||||||
Fair value, shares | [3] | (18,226) | ||||||
Fair value, per share | $ 18.81 | |||||||
Fair value | $ (343,000) | |||||||
Agex Therapeutics Inc [Member] | 4/4/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (1,000,000) | ||||||
Fair value, shares | [3] | (16,162) | ||||||
Fair value, per share | $ 20.59 | |||||||
Fair value | $ (333,000) | |||||||
Agex Therapeutics Inc [Member] | 6/6/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (1,000,000) | ||||||
Fair value, shares | [3] | (19,995) | ||||||
Fair value, per share | $ 20.84 | |||||||
Fair value | $ (417,000) | |||||||
Agex Therapeutics Inc [Member] | 8/16/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (1,000,000) | ||||||
Fair value, shares | [3] | (21,222) | ||||||
Fair value, per share | $ 16.07 | |||||||
Fair value | $ (341,000) | |||||||
Agex Therapeutics Inc [Member] | 10/21/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (500,000) | ||||||
Fair value, shares | [3] | (10,301) | ||||||
Fair value, per share | $ 15.42 | |||||||
Fair value | $ (159,000) | |||||||
Agex Therapeutics Inc [Member] | 12/14/2022 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (1,000,000) | ||||||
Fair value, shares | [3] | (24,096) | ||||||
Fair value, per share | $ 13.40 | |||||||
Fair value | $ (323,000) | |||||||
Agex Therapeutics Inc [Member] | 1/25/2023 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (500,000) | ||||||
Fair value, shares | [3] | (9,671) | ||||||
Fair value, per share | $ 18.98 | |||||||
Fair value | $ (184,000) | |||||||
Agex Therapeutics Inc [Member] | 9/2/2023 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [1] | $ 2,000,000 | ||||||
Fair value, shares | [2] | 40,457 | ||||||
Fair value, per share | $ 16.38 | |||||||
Fair value | $ 663,000 | |||||||
Agex Therapeutics Inc [Member] | 2/15/2023 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (1,000,000) | ||||||
Fair value, shares | [3] | (22,801) | ||||||
Fair value, per share | $ 14.99 | |||||||
Fair value | $ (342,000) | |||||||
Agex Therapeutics Inc [Member] | 4/4/2023 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Change in fair value of warrants | [4] | $ (1,000,000) | ||||||
Fair value, shares | [3] | (21,507) | ||||||
Fair value, per share | $ 16.39 | |||||||
Fair value | $ (352,000) | |||||||
[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 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Capital loss carryforwards | $ 8,086 | $ 4,805 |
Research and development credit carryforwards | 580,578 | 389,339 |
Valuation allowance | (12,841,651) | (12,089,321) |
Net Deferred Tax Asset | ||
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net operating loss carryforwards | 14,278,000 | 12,408,000 |
Capital loss carryforwards | 3,120,000 | 3,120,000 |
Research and development credit carryforwards | 1,178,000 | 1,138,000 |
Patents and fixed assets | 975,000 | 879,000 |
Stock-based compensation | 676,000 | 643,000 |
Capitalized research expenses | 414,000 | 211,000 |
Other, net | 175,000 | 62,000 |
Valuation allowance | (20,816,000) | (18,461,000) |
Net Deferred Tax Asset |
Schedule of Income Tax Rate Rec
Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Income tax rate | 0% | 0% |
Agex Therapeutics Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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) - Agex Therapeutics Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
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 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jul. 24, 2023 | May 17, 2023 | Apr. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Change in fair value of warrants | $ (172,000) | $ (1,076,766) | $ 124,118 | ||||
Net income (loss) | $ (9,437,000) | $ 1,658,000 | 5,269,854 | (2,682,108) | |||
Agex Therapeutics Inc [Member] | |||||||
Change in fair value of warrants | 35,000 | 225,000 | |||||
Net income (loss) | (14,803,000) | (10,462,000) | |||||
Agex Therapeutics Inc [Member] | Continuing Operations [Member] | |||||||
Net income (loss) | $ 2,000,000 | $ 2,000,000 | |||||
Agex Therapeutics Inc [Member] | Segment Continuing Operations One [Member] | |||||||
Net income (loss) | 4,000,000 | 4,000,000 | |||||
Agex Therapeutics Inc [Member] | Segment Continuing Operations Two [Member] | |||||||
Net income (loss) | $ 6,000,000 | $ 6,000,000 | |||||
Agex Therapeutics Inc [Member] | Lease Agreement [Member] | |||||||
Lease and rental expense | 844 | $ 1,074 | |||||
Agex Therapeutics Inc [Member] | Juvenescence [Member] | |||||||
Loan funds | 4,000,000 | ||||||
Agex Therapeutics Inc [Member] | Juvenescence Limited [Member] | |||||||
Extinguishment of debt | $ 36,000,000 | ||||||
Warrant [Member] | Agex Therapeutics Inc [Member] | |||||||
Secured debt | $ 15,160,000 |