Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-38519 | |
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 | |
City Area Code | (256) | |
Local Phone Number | 327-9630 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SER | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,881,426 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 6,064 | $ 7,619 |
Grant receivable | 51 | |
Prepaid expenses and other current assets | 2,802 | |
Total current assets | 8,917 | 7,619 |
Restricted cash | 50 | |
Property and equipment, net | 540 | 573 |
Right of use assets - operating leases | 562 | 666 |
Right of use assets - finance leases | 98 | 110 |
Intangible assets, net | 541 | |
TOTAL ASSETS | 10,708 | 8,968 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,972 | 1,163 |
Loans due to Juvenescence, net of debt issuance costs | 10,445 | |
Current portion of operating lease liabilities | 200 | 214 |
Current portion of finance lease liabilities | 11 | 36 |
Other current liabilities | 5 | |
Total current liabilities | 12,633 | 1,413 |
Warrant liability | 13,413 | |
Loans due to Juvenescence | 693 | |
Convertible promissory notes, at fair value | 2,983 | |
Operating lease liabilities, net of current portion | 362 | 461 |
Finance lease liabilities, net of current portion | 1 | |
TOTAL LIABILITIES | 27,101 | 4,858 |
Commitments and contingencies (Note 11) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 40,000 shares authorized; and 8,792 and 2,410 shares issued and outstanding | 1 | 25 |
Additional paid-in capital | 6,821 | 858 |
Accumulated deficit | (23,185) | (33,177) |
Total Serina Therapeutics, Inc. stockholders’ deficit | (16,363) | (32,294) |
Noncontrolling interest | (30) | |
Total stockholders’ deficit | (16,393) | (32,294) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT | 10,708 | 8,968 |
Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock: | ||
Redeemable convertible preferred stock, $0.01 par value; 10,000 authorized; nil and 3,438 issued and outstanding at June 30, 2024 and December 31, 2023, respectively | $ 36,404 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Temporary stock, shares authorized | 4,918 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 8,791,754 | 2,410,255 |
Common stock, shares outstanding | 8,791,754 | 2,410,255 |
Redeemable Convertible Preferred Stock [Member] | ||
Temporary stock, par value | $ 0.01 | $ 0.01 |
Temporary stock, shares authorized | 10,000,000 | 10,000,000 |
Temporary stock, shares issued | 3,438,000 | |
Temporary stock, shares outstanding | 3,438,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
REVENUES | ||||
Total revenues | $ 51 | $ 7 | $ 56 | $ 37 |
OPERATING EXPENSES | ||||
Research and development | 1,594 | 479 | 2,700 | 878 |
General and administrative | 2,323 | 473 | 3,543 | 1,066 |
Total operating expenses | 3,917 | 952 | 6,243 | 1,944 |
Loss from operations | (3,866) | (945) | (6,187) | (1,907) |
OTHER INCOME (EXPENSE), NET | ||||
Interest expense, net | (242) | (108) | (341) | (194) |
Fair value inception adjustment on convertible promissory note | 2,240 | |||
Change in fair value of convertible promissory notes | 1,570 | (7,017) | 1,864 | |
Change in fair value of warrants | 9,294 | 291 | 3,716 | 463 |
Other expense, net | (9) | (9) | ||
Total other income (expense), net | 9,043 | 1,753 | (3,651) | 4,373 |
NET INCOME (LOSS) | 5,177 | 808 | (9,838) | 2,466 |
Net loss attributable to noncontrolling interest | 27 | 27 | ||
NET INCOME (LOSS) ATTRIBUTABLE TO SERINA | $ 5,204 | $ 808 | $ (9,811) | $ 2,466 |
NET EARNINGS (LOSS) PER COMMON SHARE: | ||||
BASIC | $ 0.61 | $ 0.37 | $ (1.74) | $ 1.14 |
DILUTED | $ 0.51 | $ 0.11 | $ (1.74) | $ 0.34 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||
BASIC | 8,514 | 2,172 | 5,652 | 2,170 |
DILUTED | 10,157 | 7,434 | 5,652 | 7,427 |
Grant Revenues [Member] | ||||
REVENUES | ||||
Total revenues | $ 51 | $ 7 | $ 56 | $ 37 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Redeemable Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2022 | $ 35,442 | $ 22 | $ 646 | $ (38,446) | $ (37,778) | |
Balance, shares at Dec. 31, 2022 | 3,323 | |||||
Balance, shares at Dec. 31, 2022 | 2,167 | |||||
Stock-based compensation | 25 | 25 | ||||
Net income (Loss) | 2,466 | 2,466 | ||||
Issuance of common stock upon exercise of stock options | 1 | 1 | ||||
Issuance of common stock upon exercise of stock options, shares | 15,000 | |||||
Balance at Jun. 30, 2023 | $ 35,442 | $ 22 | 672 | (35,980) | (35,286) | |
Balance, shares at Jun. 30, 2023 | 3,323,000 | |||||
Balance, shares at Jun. 30, 2023 | 2,182,000 | |||||
Balance at Mar. 31, 2023 | $ 35,442 | $ 22 | 648 | (36,788) | (36,118) | |
Balance, shares at Mar. 31, 2023 | 3,323,000 | |||||
Balance, shares at Mar. 31, 2023 | 2,167,000 | |||||
Stock-based compensation | 23 | 23 | ||||
Net income (Loss) | 808 | 808 | ||||
Issuance of common stock upon exercise of stock options | 1 | 1 | ||||
Issuance of common stock upon exercise of stock options, shares | 15,000 | |||||
Balance at Jun. 30, 2023 | $ 35,442 | $ 22 | 672 | (35,980) | (35,286) | |
Balance, shares at Jun. 30, 2023 | 3,323,000 | |||||
Balance, shares at Jun. 30, 2023 | 2,182,000 | |||||
Balance at Dec. 31, 2023 | $ 36,404 | $ 25 | 858 | (33,177) | (32,294) | |
Balance, shares at Dec. 31, 2023 | 3,438,000 | |||||
Balance, shares at Dec. 31, 2023 | 2,410,000 | |||||
Issuance of common stock upon exercise of Post-Merger Warrants | 6,360 | 6,360 | ||||
Issuance of common stock upon exercise of post merger warrants, shares | 378,000 | |||||
Stock-based compensation | 511 | 511 | ||||
Transactions with noncontrolling interests | 3 | (3) | ||||
Net income (Loss) | (9,811) | (27) | (9,838) | |||
Issuance of common stock upon exercise of stock options | $ 1 | 3 | 4 | |||
Issuance of common stock upon exercise of stock options, shares | 64,000 | |||||
Issuance of common stock upon conversion of preferred stock | $ (36,404) | $ 35 | 36,369 | 36,404 | ||
Issuance of common stock upon conversion of preferred stock, shares | (3,438,000) | 3,438,000 | ||||
Issuance of common stock upon conversion of AgeX-Serina Note | $ 6 | 10,715 | 10,721 | |||
Issuance of common stock upon conversion of note, shares | 616,000 | |||||
Cancellation of common stock upon consummation of Merger on March 26, 2024 | $ (67) | (47,833) | 37,179 | (10,721) | ||
Cancellation of common stock upon consummation of Merger, shares | (6,528,000) | |||||
Fair value of liability classified warrants on March 26, 2024 | (1,125) | (17,376) | (18,501) | |||
Merger and issuance of common stock to Legacy Serina shareholders upon consummation of Merger on March 26, 2024 | $ 1 | 960 | $ 961 | |||
Merger and issuance of common stock to Legacy Serina shareholders upon consummation of Merger, shares | 8,414,000 | 5,913,277 | ||||
Balance at Jun. 30, 2024 | $ 1 | 6,821 | (23,185) | (30) | $ (16,393) | |
Balance, shares at Jun. 30, 2024 | ||||||
Balance, shares at Jun. 30, 2024 | 8,792,000 | |||||
Balance at Mar. 31, 2024 | $ 1 | (28,389) | (28,388) | |||
Balance, shares at Mar. 31, 2024 | ||||||
Balance, shares at Mar. 31, 2024 | 8,414,000 | |||||
Issuance of common stock upon exercise of Post-Merger Warrants | 6,360 | 6,360 | ||||
Issuance of common stock upon exercise of post merger warrants, shares | 378,000 | |||||
Stock-based compensation | 458 | 458 | ||||
Transactions with noncontrolling interests | 3 | (3) | ||||
Net income (Loss) | 5,204 | (27) | 5,177 | |||
Balance at Jun. 30, 2024 | $ 1 | $ 6,821 | $ (23,185) | $ (30) | $ (16,393) | |
Balance, shares at Jun. 30, 2024 | ||||||
Balance, shares at Jun. 30, 2024 | 8,792,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES: | ||
Net income (loss) attributable to Serina | $ (9,811) | $ 2,466 |
Net income (loss) attributable to noncontrolling interest | (27) | |
Adjustments to reconcile net income (loss) attributable to Serina to net cash used in operating activities: | ||
Depreciation and amortization | 82 | 30 |
Non-cash lease expense | 116 | 90 |
Amortization of debt issuance costs | 329 | |
Stock-based compensation | 511 | 25 |
Fair value inception adjustment on convertible promissory note | (2,240) | |
Change in fair value of convertible promissory notes | 7,017 | (1,864) |
Change in fair value of warrants | (3,716) | (463) |
Changes in operating assets and liabilities: | ||
Grant receivable | 15 | |
Prepaid expenses and other current assets | (2,694) | 1 |
Accounts payable and accrued liabilities | (1,398) | 185 |
Accrued interest on convertible promissory notes | 163 | 282 |
Operating lease liabilities | (112) | (85) |
Related party payables | (66) | |
Other current liabilities | 5 | |
Net cash used in operating activities | (9,586) | (1,573) |
INVESTING ACTIVITIES: | ||
Purchase of equipment | (14) | (315) |
Net cash used in investing activities | (14) | (315) |
FINANCING ACTIVITIES: | ||
Drawdown on loan facilities from Juvenescence | 2,925 | |
Cash and restricted cash acquired in connection with the Merger | 337 | |
Proceeds from the exercise of stock options | 4 | 1 |
Proceeds from the exercise of Post-Merger Warrants by Juvenescence | 4,988 | |
Proceeds from the issuance of convertible promissory notes | 10,100 | |
Principal repayment on loan facilities to Juvenescence | (133) | |
Principal repayments on finance lease liabilities | (26) | (23) |
Net cash provided by financing activities | 8,095 | 10,078 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (1,505) | 8,190 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
At beginning of the period | 7,619 | 532 |
At end of the period | 6,114 | 8,722 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest | 2 | 4 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Right of use asset acquired in exchange for operating lease liabilities | 497 | |
Issuance of common stock upon conversion of Preferred Stock | 36,404 | |
Issuance of common stock upon conversion of AgeX-Serina Note | 10,721 | |
Merger and issuance of common stock upon consummation of Merger on March 26, 2024 | $ 961 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ 5,204 | $ 808 | $ (9,811) | $ 2,466 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Business Overview
Organization, Business Overview and Liquidity | 6 Months Ended |
Jun. 30, 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. (“AgeX”) 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 5,913,277 0.97682654 Following the consummation of the Merger, the business previously conducted by Legacy Serina became the business conducted by the Company, which is now a clinical-stage biotechnology company developing Legacy Serina’s drug product candidates. The Company’s headquarters are located in Huntsville, Alabama (Legacy Serina’s 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 $ 9.8 million for the six months ended June 30, 2024. The Company used approximately $ 9.6 million in net cash from operating activities for the period ended June 30, 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 $ 6.1 10 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 | 6 Months Ended |
Jun. 30, 2024 | |
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. Revision of prior period financial statements A revision was made to correct an understatement of liabilities and overstatement of equity in the balance sheet and the understatement of other expense in the statement of operations due to the accounting for the Post-Merger Warrants and Incentive Warrants (collectively, the “Merger Warrants”) as equity-classified instruments rather than derivative liabilities remeasured to fair value each reporting period. The adjustment recorded increased liabilities by the value of the Merger Warrants of $ 18.5 24.1 5.6 Materiality A summary of the revision as of March 31, 2024 is as follows (in thousands): Summary of Revision period financial statements As Filed Adjustments As Revised Balance Sheet Warrant liability $ - 24,079 $ 24,079 Additional paid-in capital 1,125 (1,125 ) - Accumulated deficit (5,435 ) (22,954 ) (28,389 ) Statement of Operations Change in fair value of warrants - (5,578 ) (5,578 ) Loss per share Basic and Diluted $ (3.38 ) $ (2.00 ) $ (5.38 ) 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 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 94.8 100 47.5 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 June 30, 2024 and December 31, 2023, cash and cash equivalents deposits in excess of FDIC limits were approximately $ 1.3 0 4.3 7.3 Grant revenues for the periods presented are related to grants from the National Institutes of Health (“NIH”). 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, Company preferred stock that was redeemable in circumstances not within the Company’s control was classified outside of permanent equity. The redeemable preferred stock was converted into 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 June 30, 2024 December 31, 2023 Cash and cash equivalents $ 6,064 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 6,114 $ 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 consolidated 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 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. 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 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 asset 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 condensed 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. |
Selected Balance Sheet Componen
Selected Balance Sheet Components | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Components | 3. Selected Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets at June 30, 2024 and December 31, 2023 was as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets June 30, 2024 December 31, 2023 Prepaid technology access fee $ 2,000 $ - Other prepaid expenses 800 - Other current assets 2 - Total prepaid expenses and other current assets $ 2,802 $ - Property and equipment, net Property and equipment at June 30, 2024 and December 31, 2023 net of accumulated depreciation expense was as follows (in thousands): Schedule of Property and Equipment June 30, 2024 December 31, 2023 Computer equipment $ 31 $ 30 Equipment 850 837 Software 96 96 Total property and equipment 977 963 Less accumulated depreciation (437 ) (390 ) Total property and equipment, net $ 540 $ 573 Depreciation expense for the three months ended June 30, 2024 and 2023 totaled approximately $ 24,000 18,000 47,000 31,000 Intangible assets, net At June 30, 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 June 30, 2024 Intangible assets $ 576 Accumulated amortization (35 ) Total intangible assets, net $ 541 The Company recognized approximately $ 33,000 35,000 Amortization of intangible assets for periods subsequent to June 30, 2024 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization 2024 65 2025 131 2026 132 Thereafter 213 Total $ 541 Accounts payable and accrued liabilities At June 30, 2024 and December 31, 2023, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, 2024 December 31, 2023 Accounts payable $ 1,203 $ 580 Accrued compensation 449 13 Accrued expenses 320 570 Total accounts payable and accrued liabilities $ 1,972 $ 1,163 |
Grant Revenues
Grant Revenues | 6 Months Ended |
Jun. 30, 2024 | |
Grant Revenues | |
Grant Revenues | 4. Grant Revenues In August 2022, the Company was awarded a $ 250,000 245,000 The Company substantially completed its obligation under the grant by December 31, 2023 and recognized remaining portion of the $ 245,000 5,000 37,000 Legacy AgeX NIH grant In August 2023, AgeX was awarded a grant of up to approximately $ 341,000 51,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
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 Asset Contribution 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. Pursuant to the Convertible Notes Agreement, AgeX transferred to UniverXome, and UniverXome assumed, all of AgeX’s rights and obligations under the 2022 Secured Note and 2023 Secured Note and related Security Agreements described below. Juvenescence agreed to release AgeX from its obligations under (i) the 2022 Secured Note and the 2023 Secured Note (collectively, the “Convertible Notes”), together with (ii) all agreements evidencing or securing the Convertible Notes, including the related 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 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 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 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 12 8,160,000 7,160,000 2,000,000 4,000,000 On July 31, 2023, AgeX and Juvenescence entered into a Fourth Amendment (the “Fourth Amendment”) to the 2022 Secured Note, which provided 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 Reverse Bio, 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 On February 9, 2024, AgeX and Juvenescence executed a Sixth Amendment to Amended and Restated Convertible Promissory Note (the “Sixth Amendment”) that extended 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. 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 On May 8, 2024, the Company entered into an Allonge and Eighth Amendment to the Amended and Restated Convertible Promissory Note that extended 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 From January 1 through June 30, 2024, AgeX drew in the aggregate $ 6,325,000 26,485,000 7,500,000 17,992,800 16,660,000 1,332,800 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 53,980 20.75 30.94 164,889 129,593 20.75 25.01 1 for 35.17 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 250,000 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 10,000,000 10,000,000 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) 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 (ii) 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 UniverXome 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 June 30, 2024 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Principal Origination Total Debt Unamortized Total Current 2022 Secured Note $ 9,692 $ 769 $ 10,461 $ (16 ) $ 10,445 Non-current 2023 Secured Note - 693 693 - 693 Total debt, net $ 9,692 $ 1,462 $ 11,154 $ (16 ) $ 11,138 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”). |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Derivative Financial Instruments AgeX-Serina Note On March 15, 2023, Legacy Serina issued a Convertible Promissory Note (the “AgeX-Serina Note”) in the amount of $ 10,000,000 7 10,000,000 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 7.8 6.1 3 10 nil 1.6 7 1.9 Legacy Serina Convertible Notes From June 2022 through February 2023, Legacy Serina issued interest-bearing Convertible Promissory Notes (the “Legacy Serina Convertible Notes”) to various investors in the principal amount of $ 1,450,000 6 15 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 Legacy Serina immediately prior to the Qualified Financing. If Serina were to enter into a Non-Qualified Equity Financing (less than $15 million in proceeds), the holders of the Legacy Serina Convertible notes would have had the option to convert the Legacy Serina Convertible Notes into shares of Serina’s Preferred Stock issued in the Non-Qualified Financing at the price paid per share. Serina had the right to optionally convert the Legacy 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 were to occur prior to a Qualified Financing, then the holders of Legacy Serina Convertible Notes would have had 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, as such terms were defined in the Legacy Serina Convertible Notes, immediately prior to the conversion. Serina evaluated the Legacy Serina Convertible Notes in accordance with ASC Topic 815, Derivatives and Hedging On July 26, 2023, all of the Legacy Serina Convertible Notes were converted into 115,171 115,171 Stockholders’ Equity/(Deficit) Warrant Liability The Company classifies the Post-Merger Warrants and the Incentive Warrants (collectively, the “Merger Warrants”) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense), net within the consolidated statements of operations. The Company continued adjusting the warrant liability for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. On June 6, 2024, Juvenescence exercised Post-Merger Warrants to purchase 377,865 13.20 4,987,818 377,865 18.00 March 26, 2028 755,728 377,865 Prior to the Merger, the Company classified certain of the Assumed Warrants as liabilities. Upon consummation of the Merger, all Assumed Warrants 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 20.47 See Note 7, Stockholders’ Equity/(Deficit) Fair Value Measurement of Liabilities The Company had the following liabilities measured at fair value on a recurring basis at June 30, 2024 (in thousands). Schedule of Liabilities Measured at Fair Value on Recurring Basis Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 13,413 $ - $ - $ 13,413 Total $ 13,413 $ - $ - $ 13,413 The following is a reconciliation of the beginning and ending balances of warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2024 and 2023 (in thousands): Schedule of Warrant Liability Measured at Fair Value on Recurring Basis Merger Assumed Balance as of December 31, 2023 $ - $ - Fair value at inception 18,501 - Exercise (1,372 ) - Change in fair value (3,716 ) - Balance as of June 30, 2024 $ 13,413 $ - Balance as of December 31, 2022 $ - $ 1,077 Balance $ - $ 1,077 Change in fair value - (463 ) Balance as of June 30, 2023 $ - $ 614 Balance $ - $ 614 The Company estimates the fair value of warrants using the Black-Scholes-Merton option pricing model with the following assumptions at the reporting date: Schedule of Estimates the Fair Value of Warrants June 30, 2024 June 30, 2023 Expected volatility 111.31 115.64% 92% Expected term (in years) 0.3 – 3.74 0.5 - 1.0 Risk-free interest rate 4.45 5.33% 5.40 5.47% Expected dividend yield 0.00% 0.00% Expected volatility for the periods post Merger consummation on March 26, 2024 is based on historical volatility of the Company while estimated using the historical volatility of comparable public entities for the periods pre Merger. 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. The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands). 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 Legacy Serina Convertible Notes liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 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, 2023 $ 2,983 $ - Notes converted into common stock (10,000 ) - Change in fair value 7,017 - Balance as of June 30, 2024 $ - $ - AgeX-Serina Serina Balance as of December 31, 2022 $ - $ 1,617 Balance $ - $ 1,617 Convertible debt issuance 10,000 100 Inception adjustment (2,240 ) - Change in fair value (1,684 ) (180 ) Balance as of June 30, 2023 $ 6,076 1,537 Balance $ 6,076 1,537 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity/(Deficit) | 7. Stockholders’ Equity/(Deficit) Preferred Stock The Company is authorized to issue up to 5,000,000 0.0001 No Prior to the Merger, Legacy Serina had authority to issue up to 10,000,000 0.01 0.97682654 5,913,277 The table below presents Legacy Serina redeemable convertible preferred stock information adjusted for the 0.97682654 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 0.0001 The holders of common stock are entitled to one vote for each share As of June 30, 2024 and December 31, 2023, there were 8,791,754 2,410,255 Warrants 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 is 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 is 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 June 30, 2024 there were 1,122,419 Post-Merger Warrants issued and outstanding. The Company classifies the Post-Merger Warrants and the Incentive Warrants as liabilities. See Note 6, Fair Value Measurements The Side Letter provides, among other things, that Juvenescence will exercise all Post-Merger Warrants it holds to provide the Company an additional $ 15 1,133,593 On June 6, 2024, Juvenescence exercised Post-Merger Warrants to purchase 377,865 13.20 4,987,818 377,865 18.00 March 26, 2028 755,728 377,865 Details of Merger Warrant activity for the six months ended June 30, 2024 are as follows: Schedule of Warrant Activity Post-Merger Warrants Incentive Warrants Balance at December 31, 2023 - - Warrants issued 1,500 378 Warrants exercised (378 ) - Balance at June 30, 2024 1,122 378 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 473,681 20.47 Of the Assumed Warrants, 358,511 warrants which were granted prior to 2021 contain both put and call options. The Company may call the warrants at any time following the date the warrants become exercisable. These warrants are accordingly accounted for as a liability and remeasured to fair value at each reporting period. The 115,170 warrants with a fair value of $ 175,000 were accounted for as equity pursuant to FASB ASC 480 as they were issued in connection with the conversion of promissory notes to equity during 2023. See Note 6, Fair Value Measurements Details of stock warrant activity for the six months ended June 30, 2024 and 2023, are as follows: Schedule of Warrant Activity Number of Warrants Outstanding Weighted-Average Exercise Price Balance at December 31, 2022 358,511 $ 20.47 Balance at June 30, 2023 358,511 20.47 Balance at December 31, 2023 473,681 20.47 Balance at June 30, 2024 473,681 $ 20.47 Former AgeX Warrants As of June 30, 2024, there are 129,593 20.75 25.01 June 5, 2025 April 3, 2026 0.7751 1 for 35.17 |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
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 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 Number Weighted- 2024 Incentive Plan adopted on March 27, 2024 1,725 - $ - Stock options granted (641 ) 641 11.72 Balance at June 30, 2024 1,084 641 $ 11.72 Options exercisable at June 30, 2024 13 $ 13.14 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 1,651,634 0.06 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 0.7751 reverse stock split ratio of 1 for 35.17 11,478 13.19 25.96 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 condensed consolidated statements of operations. During the period January 1, 2024 through June 30, 2024, the Company granted stock options to purchase 640,941 10.15 6,000,000 2 4 Stock-based compensation expense has been allocated to operating expenses as follows (in thousands): Schedule of Stock Based Compensation Expense 2024 2023 2024 2023 Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 129 $ - $ 133 $ - General and administrative 329 22 378 24 Total stock-based compensation expense $ 458 $ 22 $ 511 $ 24 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 and six months ended June 30, 2024 were as follows: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended Six Months Ended 2024 (1) 2023 (2) 2024 (1) 2023 (2) Grant price $ 11.31 $ - $ 11.72 $ - Market price $ 11.31 $ - $ 11.72 $ - Expected life (in years) 5.9 - 5.88 - Volatility 118.05 % - % 118.03 % - % Risk-free interest rates 4.51 % - % 4.47 % - % Dividend yield - - % - - % (1) Relates to stock options granted under the Serina 2024 Equity Incentive Plan during the period. (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 and six months ended June 30, 2024, 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. |
Profit Sharing Plan
Profit Sharing Plan | 6 Months Ended |
Jun. 30, 2024 | |
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 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
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 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 therefor, during the six months ended June 30, 2024 and 2023, the Company did not record unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 Six Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 112 $ 85 Operating cash flows from financing leases 2 4 Financing cash flows from financing leases 26 23 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 June 30, 2024 December 31, 2023 (unaudited) Operating lease Right-of-use assets $ 862 $ 862 Accumulated Amortization (300 ) (196 ) Right-of-use asset, net $ 562 $ 666 Right-of-use lease liability, current $ 200 $ 214 Right-of-use lease liability, noncurrent 362 461 Total operating lease liabilities $ 562 $ 675 Finance leases Right-of-use assets $ 163 $ 163 Accumulated Amortization (65 ) (53 ) Right-of-use asset, net $ 98 $ 110 Right-of-use lease liability, current $ 11 $ 36 Right-of-use lease liability, noncurrent - 1 Total operating lease liabilities $ 11 $ 37 Weighted average remaining lease term Operating lease 2.96 3.32 Finance leases 0.29 0.64 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 June 30, 2024 (in thousands): Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Six months ending December 31, 2024 $ 113 $ 10 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 616 11 Less: imputed interest (54 ) - Total lease obligations 562 11 Less: current portion (200 ) (11 ) Long-term lease obligations $ 362 $ - 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 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. Partnership with Enable During May 2024, the Company entered into a partnership with Enable Injections, Inc. (“Enable”), a healthcare innovation company developing and manufacturing the enFuse® wearable drug delivery to develop and commercialize SER-252 (POZ-apomorphine) in combination with enFuse for the treatment of Parkinson’s disease. The Company will develop and commercialize SER-252 (POZ-apomorphine) in combination with enFuse TM TM 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 and the ETC Indemnity pursuant to the Letter of Indemnification described in Note 5, Related Party Transactions |
Net Earnings (Loss) Per Common
Net Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
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 2024 2023 Three Months Ended Six Months Ended 2024 2023 2024 2023 Basic net earnings (loss) per common share allocable to common stockholders NUMERATOR Net income (loss) 5,177 808 (9,838 ) 2,466 Less: net earnings attributable to noncontrolling interest 27 - 27 - Net earnings (loss) attributable to Serina 5,204 808 (9,811 ) 2,466 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 8,514 2,172 5,652 2,170 Basic net earnings (loss) per common share allocable to common stockholders $ 0.61 $ 0.37 $ (1.74 ) $ 1.14 Diluted net earnings (loss) per common share allocable to common stockholders NUMERATOR Net earnings (loss) attributable to Serina 5,204 808 (9,811 ) 2,466 Add back: interest on convertible promissory notes - 22 - 76 Net earnings (loss) allocable to common stockholders 5,204 830 (9,811 ) 2,542 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 8,514 2,172 5,652 2,170 Add: dilutive effect of stock options 1,643 1,823 - 1,820 Add: dilutive effect of warrants - - - - Add: dilutive effect of common stock issued for convertible promissory notes - 115 - 113 Add: dilutive effect of redeemable convertible preferred stock - 3,324 - 3,324 Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share 10,157 7,434 5,652 7,427 Diluted net earnings (loss) per common share attributable to common stockholders $ 0.51 $ 0.11 $ (1.74 ) $ 0.34 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 because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Redeemable convertible preferred stock - - Convertible promissory notes - - Stock options 652 2,304 Warrants 3,226 3,226 Total anti-dilutive securities 3,878 5,530 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Nothing to report. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Revision of prior period financial statements | Revision of prior period financial statements A revision was made to correct an understatement of liabilities and overstatement of equity in the balance sheet and the understatement of other expense in the statement of operations due to the accounting for the Post-Merger Warrants and Incentive Warrants (collectively, the “Merger Warrants”) as equity-classified instruments rather than derivative liabilities remeasured to fair value each reporting period. The adjustment recorded increased liabilities by the value of the Merger Warrants of $ 18.5 24.1 5.6 Materiality A summary of the revision as of March 31, 2024 is as follows (in thousands): Summary of Revision period financial statements As Filed Adjustments As Revised Balance Sheet Warrant liability $ - 24,079 $ 24,079 Additional paid-in capital 1,125 (1,125 ) - Accumulated deficit (5,435 ) (22,954 ) (28,389 ) Statement of Operations Change in fair value of warrants - (5,578 ) (5,578 ) Loss per share Basic and Diluted $ (3.38 ) $ (2.00 ) $ (5.38 ) |
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 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 94.8 100 47.5 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. |
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 June 30, 2024 and December 31, 2023, cash and cash equivalents deposits in excess of FDIC limits were approximately $ 1.3 0 4.3 7.3 Grant revenues for the periods presented are related to grants from the National Institutes of Health (“NIH”). 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 | 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 | 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, Company preferred stock that was redeemable in circumstances not within the Company’s control was classified outside of permanent equity. The redeemable preferred stock was converted into common stock on March 26, 2024 upon consummation of the Merger. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash June 30, 2024 December 31, 2023 Cash and cash equivalents $ 6,064 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 6,114 $ 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 consolidated 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 |
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. 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, 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 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 asset 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 condensed 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 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 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. |
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. |
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. |
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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Revision period financial statements | A summary of the revision as of March 31, 2024 is as follows (in thousands): Summary of Revision period financial statements As Filed Adjustments As Revised Balance Sheet Warrant liability $ - 24,079 $ 24,079 Additional paid-in capital 1,125 (1,125 ) - Accumulated deficit (5,435 ) (22,954 ) (28,389 ) Statement of Operations Change in fair value of warrants - (5,578 ) (5,578 ) Loss per share Basic and Diluted $ (3.38 ) $ (2.00 ) $ (5.38 ) |
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 June 30, 2024 December 31, 2023 Cash and cash equivalents $ 6,064 $ 7,619 Restricted cash (1) 50 - Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 6,114 $ 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) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets at June 30, 2024 and December 31, 2023 was as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets June 30, 2024 December 31, 2023 Prepaid technology access fee $ 2,000 $ - Other prepaid expenses 800 - Other current assets 2 - Total prepaid expenses and other current assets $ 2,802 $ - |
Schedule of Property and Equipment | Property and equipment at June 30, 2024 and December 31, 2023 net of accumulated depreciation expense was as follows (in thousands): Schedule of Property and Equipment June 30, 2024 December 31, 2023 Computer equipment $ 31 $ 30 Equipment 850 837 Software 96 96 Total property and equipment 977 963 Less accumulated depreciation (437 ) (390 ) Total property and equipment, net $ 540 $ 573 |
Schedule of Intangible Assets, Net | At June 30, 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 June 30, 2024 Intangible assets $ 576 Accumulated amortization (35 ) Total intangible assets, net $ 541 |
Schedule of Amortization Assets | Amortization of intangible assets for periods subsequent to June 30, 2024 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization 2024 65 2025 131 2026 132 Thereafter 213 Total $ 541 |
Schedule of Accounts Payable and Accrued Liabilities | At June 30, 2024 and December 31, 2023, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, 2024 December 31, 2023 Accounts payable $ 1,203 $ 580 Accrued compensation 449 13 Accrued expenses 320 570 Total accounts payable and accrued liabilities $ 1,972 $ 1,163 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
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 June 30, 2024 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Principal Origination Total Debt Unamortized Total Current 2022 Secured Note $ 9,692 $ 769 $ 10,461 $ (16 ) $ 10,445 Non-current 2023 Secured Note - 693 693 - 693 Total debt, net $ 9,692 $ 1,462 $ 11,154 $ (16 ) $ 11,138 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 (in thousands). Schedule of Liabilities Measured at Fair Value on Recurring Basis Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 13,413 $ - $ - $ 13,413 Total $ 13,413 $ - $ - $ 13,413 The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands). Total Level 1 Level 2 Level 3 Liabilities: Convertible promissory notes $ 2,983 $ - $ - $ 2,983 Total $ 2,983 $ - $ - $ 2,983 |
Schedule of Warrant Liability Measured at Fair Value on Recurring Basis | The following is a reconciliation of the beginning and ending balances of warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2024 and 2023 (in thousands): Schedule of Warrant Liability Measured at Fair Value on Recurring Basis Merger Assumed Balance as of December 31, 2023 $ - $ - Fair value at inception 18,501 - Exercise (1,372 ) - Change in fair value (3,716 ) - Balance as of June 30, 2024 $ 13,413 $ - Balance as of December 31, 2022 $ - $ 1,077 Balance $ - $ 1,077 Change in fair value - (463 ) Balance as of June 30, 2023 $ - $ 614 Balance $ - $ 614 |
Schedule of Estimates the Fair Value of Warrants | The Company estimates the fair value of warrants using the Black-Scholes-Merton option pricing model with the following assumptions at the reporting date: Schedule of Estimates the Fair Value of Warrants June 30, 2024 June 30, 2023 Expected volatility 111.31 115.64% 92% Expected term (in years) 0.3 – 3.74 0.5 - 1.0 Risk-free interest rate 4.45 5.33% 5.40 5.47% Expected dividend yield 0.00% 0.00% |
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 Legacy Serina Convertible Notes liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 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, 2023 $ 2,983 $ - Notes converted into common stock (10,000 ) - Change in fair value 7,017 - Balance as of June 30, 2024 $ - $ - AgeX-Serina Serina Balance as of December 31, 2022 $ - $ 1,617 Balance $ - $ 1,617 Convertible debt issuance 10,000 100 Inception adjustment (2,240 ) - Change in fair value (1,684 ) (180 ) Balance as of June 30, 2023 $ 6,076 1,537 Balance $ 6,076 1,537 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Class of Warrant or Right [Line Items] | |
Schedule of Redeemable Convertible Preferred Stock | The table below presents Legacy Serina redeemable convertible preferred stock information adjusted for the 0.97682654 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 |
Assumed Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Warrant Activity | Details of stock warrant activity for the six months ended June 30, 2024 and 2023, are as follows: Schedule of Warrant Activity Number of Warrants Outstanding Weighted-Average Exercise Price Balance at December 31, 2022 358,511 $ 20.47 Balance at June 30, 2023 358,511 20.47 Balance at December 31, 2023 473,681 20.47 Balance at June 30, 2024 473,681 $ 20.47 |
Merger Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Warrant Activity | Details of Merger Warrant activity for the six months ended June 30, 2024 are as follows: Schedule of Warrant Activity Post-Merger Warrants Incentive Warrants Balance at December 31, 2023 - - Warrants issued 1,500 378 Warrants exercised (378 ) - Balance at June 30, 2024 1,122 378 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
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 Number Weighted- 2024 Incentive Plan adopted on March 27, 2024 1,725 - $ - Stock options granted (641 ) 641 11.72 Balance at June 30, 2024 1,084 641 $ 11.72 Options exercisable at June 30, 2024 13 $ 13.14 |
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 2024 2023 Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 129 $ - $ 133 $ - General and administrative 329 22 378 24 Total stock-based compensation expense $ 458 $ 22 $ 511 $ 24 |
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 Six Months Ended 2024 (1) 2023 (2) 2024 (1) 2023 (2) Grant price $ 11.31 $ - $ 11.72 $ - Market price $ 11.31 $ - $ 11.72 $ - Expected life (in years) 5.9 - 5.88 - Volatility 118.05 % - % 118.03 % - % Risk-free interest rates 4.51 % - % 4.47 % - % Dividend yield - - % - - % (1) Relates to stock options granted under the Serina 2024 Equity Incentive Plan during the period. (2) There were no stock options granted during the period. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 Six Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 112 $ 85 Operating cash flows from financing leases 2 4 Financing cash flows from financing leases 26 23 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 June 30, 2024 December 31, 2023 (unaudited) Operating lease Right-of-use assets $ 862 $ 862 Accumulated Amortization (300 ) (196 ) Right-of-use asset, net $ 562 $ 666 Right-of-use lease liability, current $ 200 $ 214 Right-of-use lease liability, noncurrent 362 461 Total operating lease liabilities $ 562 $ 675 Finance leases Right-of-use assets $ 163 $ 163 Accumulated Amortization (65 ) (53 ) Right-of-use asset, net $ 98 $ 110 Right-of-use lease liability, current $ 11 $ 36 Right-of-use lease liability, noncurrent - 1 Total operating lease liabilities $ 11 $ 37 Weighted average remaining lease term Operating lease 2.96 3.32 Finance leases 0.29 0.64 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 June 30, 2024 (in thousands): Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities Operating Leases Finance Leases Six months ending December 31, 2024 $ 113 $ 10 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 616 11 Less: imputed interest (54 ) - Total lease obligations 562 11 Less: current portion (200 ) (11 ) Long-term lease obligations $ 362 $ - |
Net Earnings (Loss) Per Commo_2
Net Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
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 2024 2023 Three Months Ended Six Months Ended 2024 2023 2024 2023 Basic net earnings (loss) per common share allocable to common stockholders NUMERATOR Net income (loss) 5,177 808 (9,838 ) 2,466 Less: net earnings attributable to noncontrolling interest 27 - 27 - Net earnings (loss) attributable to Serina 5,204 808 (9,811 ) 2,466 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 8,514 2,172 5,652 2,170 Basic net earnings (loss) per common share allocable to common stockholders $ 0.61 $ 0.37 $ (1.74 ) $ 1.14 Diluted net earnings (loss) per common share allocable to common stockholders NUMERATOR Net earnings (loss) attributable to Serina 5,204 808 (9,811 ) 2,466 Add back: interest on convertible promissory notes - 22 - 76 Net earnings (loss) allocable to common stockholders 5,204 830 (9,811 ) 2,542 DENOMINATOR Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share 8,514 2,172 5,652 2,170 Add: dilutive effect of stock options 1,643 1,823 - 1,820 Add: dilutive effect of warrants - - - - Add: dilutive effect of common stock issued for convertible promissory notes - 115 - 113 Add: dilutive effect of redeemable convertible preferred stock - 3,324 - 3,324 Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share 10,157 7,434 5,652 7,427 Diluted net earnings (loss) per common share attributable to common stockholders $ 0.51 $ 0.11 $ (1.74 ) $ 0.34 |
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 because to do so would be anti-dilutive: Schedule of Diluted Net Earnings (loss) Per Common Share Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Redeemable convertible preferred stock - - Convertible promissory notes - - Stock options 652 2,304 Warrants 3,226 3,226 Total anti-dilutive securities 3,878 5,530 |
Organization, Business Overvi_2
Organization, Business Overview and Liquidity (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Conversion of stock, shares converted | 0.97682654 | ||||
Number of shares acquisitions | 5,913,277 | ||||
Conversion of stock, shares issued | 0.97682654 | ||||
Net loss | $ (5,204) | $ (808) | $ 9,811 | $ (2,466) | |
Net cash used in operating activities | 9,586 | $ 1,573 | |||
Cash and cash equivalents | $ 6,064 | 6,064 | $ 7,619 | ||
Expected proceeds from business merger warrant exercises | $ 10,000 |
Summary of Revision period fina
Summary of Revision period financial statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2024 | Mar. 26, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Warrant liability | $ 24,079 | $ 13,413 | $ 24,079 | $ 13,413 | ||||
Additional paid-in capital | 6,821 | 6,821 | 858 | |||||
Accumulated deficit | (28,389) | (23,185) | (28,389) | (23,185) | $ (33,177) | |||
Change in fair value of warrants | $ (9,294) | $ (5,578) | $ (291) | $ (3,716) | $ (463) | |||
Loss per share - Basic | $ 0.61 | $ (5.38) | $ 0.37 | $ (1.74) | $ 1.14 | |||
Loss per share - Diluted | $ 0.51 | $ (5.38) | $ 0.11 | $ (1.74) | $ 0.34 | |||
Previously Reported [Member] | ||||||||
Warrant liability | ||||||||
Additional paid-in capital | 1,125 | 1,125 | ||||||
Accumulated deficit | (5,435) | (5,435) | ||||||
Change in fair value of warrants | ||||||||
Loss per share - Basic | $ (3.38) | |||||||
Loss per share - Diluted | $ (3.38) | |||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||
Warrant liability | 24,079 | $ 24,079 | ||||||
Additional paid-in capital | (1,125) | (1,125) | ||||||
Accumulated deficit | (22,954) | (22,954) | ||||||
Change in fair value of warrants | $ 24,100 | $ 18,500 | $ (5,578) | |||||
Loss per share - Basic | $ (2) | |||||||
Loss per share - Diluted | $ (2) |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 6,064 | $ 7,619 | |||
Restricted cash | [1] | 50 | |||
Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows | $ 6,114 | $ 7,619 | $ 8,722 | $ 532 | |
[1]Restricted cash entirely represents the deposit required to maintain the Company’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 | 6 Months Ended | ||||||
Mar. 31, 2024 | Mar. 26, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||||||||
Fair value adjustment of warrants | $ (9,294,000) | $ (5,578,000) | $ (291,000) | $ (3,716,000) | $ (463,000) | |||
Other non operating expense | 9,000 | 9,000 | ||||||
Cash, FDIC insured amount | 1,300,000 | 1,300,000 | $ 0 | |||||
Cash, SIPC insured amount | $ 4,300,000 | $ 4,300,000 | $ 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. | |||||||
Intangible assets, estimated useful life | 10 years | 10 years | ||||||
Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Estimated useful live | 3 years | 3 years | ||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Estimated useful live | 10 years | 10 years | ||||||
Serina Therapeutics Inc [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Ownership, percentage | 100% | 100% | ||||||
Univer Xome [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Ownership, percentage | 94.80% | |||||||
Reverse Bioengineering Inc [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Ownership, percentage | 100% | |||||||
NeuroAirmid Therapeutics Inc [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Ownership, percentage | 47.50% | |||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Fair value adjustment of warrants | $ 24,100,000 | $ 18,500,000 | $ (5,578,000) | |||||
Other non operating expense | $ 5,600,000 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid technology access fee | $ 2,000 | |
Other prepaid expenses | 800 | |
Other current assets | 2 | |
Total prepaid expenses and other current assets | $ 2,802 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 977 | $ 963 |
Less accumulated depreciation | (437) | (390) |
Total property and equipment, net | 540 | 573 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 31 | 30 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 850 | 837 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 96 | $ 96 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 576 | |
Accumulated amortization | (35) | |
Total intangible assets, net | $ 541 |
Schedule of Amortization Assets
Schedule of Amortization Assets (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2024 | $ 65 |
2025 | 131 |
2026 | 132 |
Thereafter | 213 |
Total | $ 541 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 1,203 | $ 580 |
Accrued compensation | 449 | 13 |
Accrued expenses | 320 | 570 |
Total accounts payable and accrued liabilities | $ 1,972 | $ 1,163 |
Selected Balance Sheet Compon_3
Selected Balance Sheet Components (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation expense | $ 24,000 | $ 18,000 | $ 47,000 | $ 31,000 |
Amortization expense of intangible assets | $ 33,000 | $ 35,000 |
Grant Revenues (Details Narrati
Grant Revenues (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | $ 51,000 | $ 7,000 | $ 56,000 | $ 37,000 | ||
National Institutes of Health [Member] | ||||||
Revenues | $ 341,000 | $ 51,000 | 51,000 | |||
Supplemental Grant Program [Member] | ||||||
Revenues | $ 5,000 | |||||
Supplemental Grant Program [Member] | Grant [Member] | ||||||
Revenues | $ 250,000 | $ 37,000 | ||||
Grants received upon execution | $ 245,000 |
Schedule of Debt Issuance Costs
Schedule of Debt Issuance Costs and Debt Balances (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Total Debt Net [Member] | |
Short-Term Debt [Line Items] | |
Long-Term Line of Credit | $ 9,692 |
Debt Instrument, Fee Amount | 1,462 |
Long-Term Debt, Gross | 11,154 |
Debt Issuance Cost, Gross, Noncurrent | (16) |
Long-Term Debt | 11,138 |
2022 Secured Note [Member] | |
Short-Term Debt [Line Items] | |
Long-Term Line of Credit | 9,692 |
Debt Instrument, Fee Amount | 769 |
Long-Term Debt, Gross | 10,461 |
Debt Issuance Cost, Gross, Noncurrent | (16) |
Long-Term Debt | 10,445 |
2023 Secured Note [Member] | |
Short-Term Debt [Line Items] | |
Long-Term Line of Credit | |
Debt Instrument, Fee Amount | 693 |
Long-Term Debt, Gross | 693 |
Debt Issuance Cost, Gross, Noncurrent | |
Long-Term Debt | $ 693 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
May 08, 2024 | Mar. 26, 2024 | Mar. 14, 2024 | Dec. 21, 2023 | Nov. 09, 2023 | Jul. 31, 2023 | May 09, 2023 | Mar. 13, 2023 | Feb. 09, 2023 | Feb. 14, 2022 | Jul. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Warrant to purchase share of common stock | 53,980 | ||||||||||||
Reverse stock split ratio | 1 for 35.17 | ||||||||||||
Common stock held | $ 250,000 | ||||||||||||
2022 Warrants [Member] | Minimum [Member] | |||||||||||||
Warrants exercise price increase | $ 20.75 | ||||||||||||
2022 Warrants [Member] | Maximum [Member] | |||||||||||||
Warrants exercise price increase | $ 30.94 | ||||||||||||
Secured Convertible Promissory Note [Member] | |||||||||||||
Line of credit, current borrowing capacity | $ 16,660,000 | $ 16,660,000 | |||||||||||
Debt instrument, indebtedness | 17,992,800 | ||||||||||||
Loan fee | 1,332,800 | ||||||||||||
Juvenescence Limited [Member] | |||||||||||||
Gains losses on extinguishment of debt | $ 36,000,000 | ||||||||||||
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 [Member] | |||||||||||||
Warrant to purchase share of common stock | 294,482 | ||||||||||||
Juvenescence [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||
Convertible promissory 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) 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 (ii) 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 increase | $ 25.01 | ||||||||||||
Warrants exercise price decrease | $ 20.75 | ||||||||||||
Merger Agreement [Member] | Juvenescence [Member] | |||||||||||||
Warrant to purchase share of common stock | 129,593 | ||||||||||||
Stock issued during period shares issued cancelled | 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, current borrowing capacity | $ 7,160,000 | $ 26,485,000 | $ 7,500,000 | ||||||||||
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 Note [Member] | |||||||||||||
Line of credit | $ 6,325,000 | ||||||||||||
Increase in line of credit | $ 525,000 | $ 2,400,000 | $ 4,400,000 | ||||||||||
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 $25,000 is not paid on its due date | ||||||||||||
Registration Rights Agreements [Member] | |||||||||||||
Line of credit facility, description | AgeX executed that certain Letter of Indemnification in Lieu of or Supplemental to a Medallion Signature Guarantee (the “ETC Letter of Indemnification”), pursuant to which AgeX agreed to indemnify Equiniti Trust Company LLC and its affiliates, successors and assigns (the “ETC Indemnity”) from and against any and all claims, damages, liabilities or losses arising out of the transfer 467,657 shares of AgeX common stock held by Juvenescence US Corp. to JuvVentures (the “JUV US Share Transfer”). |
Schedule of Liabilities Measure
Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 13,413 | |
Total | 13,413 | $ 2,983 |
Convertible promissory notes | 2,983 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Total | ||
Convertible promissory notes | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Total | ||
Convertible promissory notes | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 13,413 | |
Total | $ 13,413 | 2,983 |
Convertible promissory notes | $ 2,983 |
Schedule of Warrant Liability M
Schedule of Warrant Liability Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||||||
Change in fair value | $ (9,294) | $ (5,578) | $ (291) | $ (3,716) | $ (463) | |
Merger Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Balance | ||||||
Fair value at inception | 18,501 | |||||
Exercise | (1,372) | |||||
Change in fair value | (3,716) | |||||
Balance | 13,413 | 13,413 | ||||
Assumed Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Balance | 1,077 | 1,077 | ||||
Fair value at inception | ||||||
Exercise | ||||||
Change in fair value | (463) | |||||
Balance | $ 614 | $ 614 |
Schedule of Estimates the Fair
Schedule of Estimates the Fair Value of Warrants (Details) | Jun. 30, 2024 | Jun. 30, 2023 | |
Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | [1] | 3 months 18 days | 6 months |
Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | [1] | 3 years 8 months 26 days | 1 year |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | 0.92 | ||
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | 1.1131 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | 1.1564 | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | 0.0445 | 0.0540 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | 0.0533 | 0.0547 | |
Measurement Input Expected Dividend Yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding measurement input | 0 | 0 | |
[1]Relates to stock options granted under the Serina 2024 Equity Incentive Plan during the period. |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Age X Serina Note [Member] | ||
Short-Term Debt [Line Items] | ||
Balance | $ 2,983 | |
Notes converted into common stock | (10,000) | |
Change in fair value | 7,017 | (1,684) |
Balance | 6,076 | |
Convertible debt issuance | 10,000 | |
Inception adjustment | (2,240) | |
Serina Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Balance | 1,617 | |
Notes converted into common stock | ||
Change in fair value | (180) | |
Balance | 1,537 | |
Convertible debt issuance | 100 | |
Inception adjustment |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 15, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2023 | Jun. 06, 2024 | May 19, 2024 | Jul. 26, 2023 | Mar. 15, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Change in fair value of convertible promissory notes | $ (1,570,000) | $ 7,017,000 | $ (1,864,000) | |||||||||
Warrants exercisable shares | 53,980 | |||||||||||
Exercise price | $ 20.47 | $ 20.47 | $ 20.47 | $ 20.47 | $ 20.47 | $ 20.47 | ||||||
Warrants outstanding | 473,681 | 358,511 | 473,681 | 358,511 | 473,681 | 358,511 | ||||||
Conversion of stock, shares issued | 0.97682654 | |||||||||||
Warrant Liability [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Conversion of stock, shares issued | 0.97682654 | |||||||||||
Post Merger Warrants [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Warrants exercisable shares | 1,133,593 | 1,133,593 | 377,865 | 1,122,419 | ||||||||
Exercise price | $ 13.20 | |||||||||||
Aggregate purchase price | $ 4,987,818 | |||||||||||
Warrants outstanding | 1,122 | 1,122 | 1,122,419 | |||||||||
Incentive Warrants [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Warrants exercisable shares | 377,865 | 377,865 | ||||||||||
Exercise price | $ 18 | $ 18 | ||||||||||
Maturity date | Mar. 26, 2028 | Mar. 26, 2028 | ||||||||||
Warrants outstanding | 378 | 378 | ||||||||||
Assumed Warrants [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Exercise price | $ 20.47 | $ 20.47 | ||||||||||
Aggregate purchase price | $ 614,000 | $ 614,000 | $ 1,077,000 | |||||||||
Convertible Promissory Note [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Principal amount | $ 10,000,000 | |||||||||||
Fair value adjustment | $ 7,800,000 | 6,100,000 | $ 3,000,000 | |||||||||
Change in fair value of convertible promissory notes | $ 1,600,000 | $ 7,000,000 | $ 1,900,000 | |||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Principal amount | $ 1,450,000 | |||||||||||
Debt instrument, interest rate | 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 Legacy Serina immediately prior to the Qualified Financing. If Serina were to enter into a Non-Qualified Equity Financing (less than $15 million in proceeds), the holders of the Legacy Serina Convertible notes would have had the option to convert the Legacy Serina Convertible Notes into shares of Serina’s Preferred Stock issued in the Non-Qualified Financing at the price paid per share. Serina had the right to optionally convert the Legacy 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 were to occur prior to a Qualified Financing, then the holders of Legacy Serina Convertible Notes would have had 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, as such terms were defined in the Legacy Serina Convertible Notes, immediately prior to the conversion. | |||||||||||
Issued Interest Bearing Convertible Promissory Notes [Member] | Minimum [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Proceeds from issuance of preferred Stock | $ 15,000,000 | |||||||||||
Convertible Notes [Member] | Series A-5 Preferred Stock [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Conversion of preferred stock | 115,171 | |||||||||||
Juvenescence [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Warrants exercisable shares | 294,482 | |||||||||||
Juvenescence [Member] | Convertible Note Purchase Agreement [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Principal amount | $ 10,000,000 | |||||||||||
Debt instrument, interest rate | 7% | |||||||||||
Juvenescence Limited [Member] | Post Merger Warrants [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Warrants outstanding | 755,728 | 755,728 | ||||||||||
Juvenescence Limited [Member] | Incentive Warrants [Member] | ||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||
Warrants outstanding | 377,865 | 377,865 |
Schedule of Redeemable Converti
Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | |||
Shares Designated | 4,918 | ||
Shares Issued and Outstanding | 3,438 | ||
Liquidation Preference | $ 36,404 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock per share | $ 0.97682654 | ||
Shares Designated | 10,000,000 | 10,000,000 | |
Issue Price per Share | $ 0.01 | $ 0.01 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares Designated | 391 | ||
Shares Issued and Outstanding | 391 | ||
Issue Price per Share | $ 5.12 | ||
Liquidation Preference | $ 2,000 | ||
Series A-1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares Designated | 293 | ||
Shares Issued and Outstanding | 293 | ||
Issue Price per Share | $ 6.82 | ||
Liquidation Preference | $ 1,998 | ||
Series A-2 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares Designated | 1,091 | ||
Shares Issued and Outstanding | 1,091 | ||
Issue Price per Share | $ 10.17 | ||
Liquidation Preference | $ 11,085 | ||
Series A-3 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares Designated | 487 | ||
Shares Issued and Outstanding | 487 | ||
Issue Price per Share | $ 12.80 | ||
Liquidation Preference | $ 6,240 | ||
Series A-4 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares Designated | 702 | ||
Shares Issued and Outstanding | 702 | ||
Issue Price per Share | $ 13.31 | ||
Liquidation Preference | $ 9,347 | ||
Series A-5 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares Designated | 1,954 | ||
Shares Issued and Outstanding | 474 | ||
Issue Price per Share | $ 13.31 | ||
Liquidation Preference | $ 5,734 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding, Balance | 473,681 |
Number of Warrants Outstanding, Balance | 473,681 |
Weighted Average Exercise Price, Balance | $ / shares | $ 20.47 |
Weighted Average Exercise Price, Balance | $ / shares | $ 20.47 |
Post Merger Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding, Balance | |
Warrants issued | 1,500 |
Warrants exercised | 378 |
Number of Warrants Outstanding, Balance | 1,122 |
Incentive Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding, Balance | |
Warrants issued | 378 |
Warrants exercised | |
Number of Warrants Outstanding, Balance | 378 |
Weighted Average Exercise Price, Balance | $ / shares | $ 18 |
Stockholders_ Equity_(Deficit_2
Stockholders’ Equity/(Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 19, 2024 | Mar. 14, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 06, 2024 | May 19, 2024 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||
Temporary stock, shares authorized | 4,918 | ||||||||||
Redeemable convertible preferred stock per share | 0.97682654 | ||||||||||
Preferred stock convertible shares issuable | 5,913,277 | 5,913,277 | |||||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, voting rights | common stock are entitled to one vote for each share | ||||||||||
Common stock, shares issued | 8,791,754 | 8,791,754 | 2,410,255 | ||||||||
Common stock, shares outstanding | 8,791,754 | 8,791,754 | 2,410,255 | ||||||||
Warrant issued | 53,980 | ||||||||||
Warrant outstanding | 473,681 | 358,511 | 473,681 | 358,511 | 473,681 | 358,511 | |||||
Exercise price | $ 20.47 | $ 20.47 | $ 20.47 | $ 20.47 | $ 20.47 | $ 20.47 | |||||
Conversion of stock, shares issued | 0.97682654 | ||||||||||
Change in fair value of warrants | $ (9,294,000) | $ (5,578,000) | $ (291,000) | $ (3,716,000) | $ (463,000) | ||||||
Reverse stock split | 1 for 35.17 | ||||||||||
Assumed Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant issued | 473,681 | 473,681 | 115,170 | ||||||||
Warrant outstanding | 473,681 | 473,681 | |||||||||
Exercise price | $ 20.47 | $ 20.47 | |||||||||
Conversion of stock, shares issued | 0.97682654 | ||||||||||
Change in fair value of warrants | $ 175,000 | ||||||||||
Assumed Warrants [Member] | Put and Call Option [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant issued | 358,511 | 358,511 | |||||||||
Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant issued | 129,593 | 129,593 | |||||||||
Warrant outstanding | 129,593 | 129,593 | |||||||||
Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price | $ 0.7751 | $ 0.7751 | |||||||||
Reverse stock split | 1 for 35.17 | ||||||||||
Warrants [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price | 20.75 | $ 20.75 | |||||||||
Expiration date | Jun. 05, 2025 | ||||||||||
Warrants [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price | $ 25.01 | $ 25.01 | |||||||||
Expiration date | Apr. 03, 2026 | ||||||||||
Merger Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Reason for issuing warrant | 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 is 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 is 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. | ||||||||||
Additional capital | $ 15,000,000 | $ 15,000,000 | |||||||||
Aggregate purchase price | $ 13,413,000 | 13,413,000 | |||||||||
Change in fair value of warrants | $ (3,716,000) | ||||||||||
Post Merger Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant issued | 1,133,593 | 1,133,593 | 377,865 | 1,122,419 | |||||||
Warrant outstanding | 1,122 | 1,122 | 1,122,419 | ||||||||
Exercise price | $ 13.20 | ||||||||||
Aggregate purchase price | $ 4,987,818 | ||||||||||
Post Merger Warrants [Member] | Juvenescence Limited [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant outstanding | 755,728 | 755,728 | |||||||||
Incentive Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant issued | 377,865 | 377,865 | |||||||||
Warrant outstanding | 378 | 378 | |||||||||
Exercise price | $ 18 | $ 18 | |||||||||
Maturity date | Mar. 26, 2028 | Mar. 26, 2028 | |||||||||
Incentive Warrants [Member] | Juvenescence Limited [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant outstanding | 377,865 | 377,865 | |||||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Temporary stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Temporary stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Redeemable convertible preferred stock per share | 0.97682654 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | [2] | Jun. 30, 2024 | Jun. 30, 2023 | [2] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Weighted average exercise price, options granted | $ 11.31 | [1] | $ 11.72 | [1] | |||||
2024 Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Shares available for grant, balance | 1,725,000 | ||||||||
Number of options outstanding, balance | |||||||||
Weighted average exercise price, outstanding, balance | |||||||||
Shares available for grant, options granted | 641,000 | ||||||||
Number of options outstanding, options granted | 641,000 | 640,941 | |||||||
Weighted average exercise price, options granted | $ 11.72 | ||||||||
Shares available for grant, balance | 1,084,000 | 1,084,000 | 1,084,000 | ||||||
Number of options outstanding, balance | 641,000 | 641,000 | 641,000 | ||||||
Weighted average exercise price, outstanding, balance | $ 11.72 | $ 11.72 | $ 11.72 | ||||||
Number of options outstanding, exercisable, ending balance | 13,000 | 13,000 | 13,000 | ||||||
Weighted average exercise price, exercisable, ending balance | $ 13.14 | $ 13.14 | $ 13.14 | ||||||
[1]Relates to stock options granted under the Serina 2024 Equity Incentive Plan during the period.[2] There were no stock options granted during the period. |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 458 | $ 22 | $ 511 | $ 24 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 129 | 133 | ||
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 329 | $ 22 | $ 378 | $ 24 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | [1] | Jun. 30, 2023 | [2] | Jun. 30, 2024 | [1] | Jun. 30, 2023 | [2] | |
Share-Based Payment Arrangement [Abstract] | ||||||||
Grant Price | $ 11.31 | $ 11.72 | ||||||
Market price | $ 11.31 | $ 11.72 | ||||||
Expected life (in years) | 5 years 10 months 24 days | 5 years 10 months 17 days | ||||||
Volatility | 118.05% | 118.03% | ||||||
Risk-free interest rates | 4.51% | 4.47% | ||||||
Dividend yield | ||||||||
[1]Relates to stock options granted under the Serina 2024 Equity Incentive Plan during the period.[2] There were no stock options granted during the period. |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 14, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Mar. 27, 2024 | Mar. 26, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Conversion of stock, shares issued | 0.97682654 | ||||
Reverse stock split | 1 for 35.17 | ||||
2024 Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options to purchase | 1,084,000 | 1,084,000 | 1,725,000 | ||
Number of shares reserved for grant, exercise price | $ 11.72 | $ 11.72 | |||
Stock options granted | 641,000 | ||||
Number of options outstanding, options granted | 641,000 | 640,941 | |||
Stock option granted, fair value | $ 10.15 | ||||
Unrecognized compensation cost | $ 6,000,000 | $ 6,000,000 | |||
2024 Incentive Plan [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected to recognized over a period | 2 years | ||||
2024 Incentive Plan [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected to recognized over a period | 4 years | ||||
2024 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options to purchase | 1,725,000 | ||||
Serina 2017 Stock Option Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options to purchase | 1,651,634 | 1,651,634 | |||
Conversion of stock, shares issued | 0.97682654 | ||||
Number of shares reserved for grant, exercise price | $ 0.06 | $ 0.06 | |||
Serina 2017 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares reserved for grant, exercise price | $ 0.7751 | $ 0.7751 | |||
Number of shares reserved for grant | 241,683 | 241,683 | |||
Reverse stock split | reverse stock split ratio of 1 for 35.17 | ||||
Stock options granted | 11,478 | ||||
Serina 2017 Equity Incentive Plan [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares reserved for grant, exercise price | $ 13.19 | $ 13.19 | |||
Serina 2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares reserved for grant, exercise price | $ 25.96 | $ 25.96 |
Profit Sharing Plan (Details Na
Profit Sharing Plan (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Postemployment Benefits [Abstract] | ||||
Discretionary employer contribution | $ 0 | $ 0 | $ 0 | $ 0 |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 112 | $ 85 |
Operating cash flows from financing leases | 2 | 4 |
Financing cash flows from financing leases | 26 | 23 |
Operating leases | 497 | |
Financing leases |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating lease | ||
Right-of-use assets | $ 862 | $ 862 |
Accumulated Amortization | (300) | (196) |
Right-of-use asset, net | 562 | 666 |
Right-of-use lease liability, current | 200 | 214 |
Right-of-use lease liability, noncurrent | 362 | 461 |
Total operating lease liabilities | 562 | 675 |
Finance leases | ||
Right-of-use assets | 163 | 163 |
Accumulated Amortization | (65) | (53) |
Right-of-use asset, net | 98 | 110 |
Right-of-use lease liability, current | 11 | 36 |
Right-of-use lease liability, noncurrent | 1 | |
Total operating lease liabilities | $ 11 | $ 37 |
Weighted average remaining lease term - operating leases | 2 years 11 months 15 days | 3 years 3 months 25 days |
Weighted average remaining lease term - finance leases | 3 months 14 days | 7 months 20 days |
Weighted average discount rate - operating leases | 6.67% | 6.67% |
Weighted average discount rate - finance leases | 11.90% | 11.90% |
Schedule of Annual Undiscounted
Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Six months ending December 31, 2024 - Operating leases | $ 113 | |
Six months ending December 31, 2024 - Finance leases | 10 | |
Year ending December 31, 2025 - Operating leases | 217 | |
Year ending December 31, 2025 - Finance leases | 1 | |
Year ending December 31, 2026 - Operating leases | 159 | |
Year ending December 31, 2026 - Finance leases | ||
Year ending December 31, 2027 - Operating leases | 117 | |
Year ending December 31, 2027 - Finance leases | ||
Thereafter - Operating leases | 10 | |
Thereafter - Finance Leases | ||
Total undiscounted lease payments - Operating leases | 616 | |
Total undiscounted lease payments - Finance leases | 11 | |
Less: imputed interest- Operating leases | (54) | |
Less: imputed interest - Finance leases | ||
Total lease obligations - Operating leases | 562 | |
Total lease obligations - Finance leases | 11 | |
Less: current portion - Operating leases | (200) | $ (214) |
Less: current portion - Finance leases | (11) | (36) |
Long-term lease obligations - Operating leases | 362 | 461 |
Long-term lease obligations - Finance leases | $ 1 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Earnings (Loss) Per Common Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ 5,177 | $ 808 | $ (9,838) | $ 2,466 | |
Less: net earnings attributable to noncontrolling interest | 27 | 27 | |||
Net earnings (loss) attributable to Serina | $ 5,204 | $ 808 | $ (9,811) | $ 2,466 | |
Weighted-average shares of common stock outstanding used to calculate basic net earnings (loss) per common share | 8,514 | 2,172 | 5,652 | 2,170 | |
Basic net earnings (loss) per common share allocable to common stockholders | $ 0.61 | $ (5.38) | $ 0.37 | $ (1.74) | $ 1.14 |
Add back: interest on convertible promissory notes | $ 22 | $ 76 | |||
Net earnings (loss) allocable to common stockholders | $ 5,204 | $ 830 | $ (9,811) | $ 2,542 | |
Add: dilutive effect of stock options | 1,643,000 | 1,823,000 | 1,820,000 | ||
Add: dilutive effect of warrants | |||||
Add: dilutive effect of common stock issued for convertible promissory notes | 115,000 | 113,000 | |||
Add: dilutive effect of redeemable convertible preferred stock | 3,324,000 | 3,324,000 | |||
Weighted-average shares of common stock outstanding used to calculate diluted net earnings (loss) per common share | 10,157 | 7,434 | 5,652 | 7,427 | |
Diluted net earnings (loss) per common share attributable to common stockholders | $ 0.51 | $ (5.38) | $ 0.11 | $ (1.74) | $ 0.34 |
Schedule of Diluted Net Earning
Schedule of Diluted Net Earnings (loss) Per Common Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 3,878 | 5,530 |
Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | ||
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | ||
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 652 | 2,304 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 3,226 | 3,226 |