UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): July 23, 2021
 
AgeX Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-38519
 
82-1436829
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
1101 Marina Village Parkway
Suite 201
Alameda, California 94501
(Address of principal executive offices)
 
(510) 671-8370
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol
 
Name of exchange on which registered
Common Stock, par value $0.0001 per share
 
AGE
 
NYSE American
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Forward-Looking Statements
 
Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained under the heading “Risk Factors”in AgeX’s periodic reports filed with the Securities and Exchange Commission and other filings that AgeX may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, AgeX disclaims any intent or obligation to update these forward-looking statements.
 
References in this Report to “AgeX,” “we” or “us” refer to AgeX Therapeutics, Inc.

Item 8.01 – Other Events

July 23, 2021, we issued the press release filed as Exhibit 99.1 to this Report, which is incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibits.
 
Exhibit Number
 
Description
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: July 23, 2021 
AGEX THERAPEUTICS, INC.
 
 
 
 
By:
/s/ Andrea E. Park
 
 
Chief Financial Officer
 
Exhibit 99.1


AgeX Therapeutics and LyGenesis Terminate Merger Negotiations

ALAMEDA, Calif. & PITTSBURGH--(BUSINESS WIRE)--July 23, 2021--AgeX Therapeutics, Inc. (“AgeX”; NYSE American: AGE), a biotechnology company developing therapeutics for human aging and cell regeneration, and LyGenesis, Inc. (“LyGenesis”), a privately held biotechnology company developing cell therapies that enable organ regeneration, announced today that they have discontinued negotiations for a merger agreement. The board of directors of AgeX and the board of directors of LyGenesis each determined that it was in the best interest of their respective shareholders not to proceed with the merger given the diversity of the companies’ technology platforms and product development focus.

AgeX will continue to consider new strategic opportunities as they arise. AgeX remains committed to creating shareholder value through third-party collaborations and licensing agreements for its core technologies UniverCyte™ and PureStem®, and its cell therapy programs, including AGEX-VASC1 and AGEX-BAT1. AgeX also will continue to explore financing for its iTR™ technology.

LyGenesis will continue to advance its clinical-stage allogeneic cell therapy for patients with end stage liver disease, and advance its pipeline of preclinical cell therapies enabling pancreas, thymus, and kidney regeneration.

About AgeX Therapeutics

AgeX Therapeutics, Inc. is focused on developing and commercializing innovative therapeutics to treat human diseases to increase healthspan and combat the effects of aging. AgeX’s PureStem® and UniverCyte™ manufacturing and immunotolerance technologies are designed to work together to generate highly defined, universal, allogeneic, off-the-shelf pluripotent stem cell-derived young cells of any type for application in a variety of diseases with a high unmet medical need. AgeX has two preclinical cell therapy programs: AGEX-VASC1 (vascular progenitor cells) for tissue ischemia and AGEX-BAT1 (brown fat cells) for Type II diabetes. AgeX’s revolutionary longevity platform induced Tissue Regeneration (iTR™) aims to unlock cellular immortality and regenerative capacity to reverse age-related changes within tissues. HyStem® is AgeX’s delivery technology to stably engraft PureStem or other cell therapies in the body. AgeX is seeking opportunities to establish licensing and collaboration arrangements around its broad IP estate and proprietary technology platforms and therapy product candidates.

For more information, please visit www.agexinc.com or connect with the company on Twitter, LinkedIn, Facebook, and YouTube.

About LyGenesis

LyGenesis is a clinical-stage biotechnology company whose cell therapies enable organ regeneration using a patient’s lymph nodes as bioreactors to regrow functioning ectopic organs. LyGenesis’s cell therapies are engrafted using endoscopic ultrasound procedure, which is associated with decreased medical risks and costs relative to full organ transplantation. LyGenesis’s lead allogeneic cell therapy program is focused on liver regeneration for patients with end stage liver disease. Its drug development pipeline includes cell therapies enabling thymus, pancreas, and kidney regeneration. Privately held, LyGenesis is headquartered in Pittsburgh, Pennsylvania. To learn more, please visit lygenesis.com.

Forward-Looking Statements

Certain statements contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not historical fact including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates” should also be considered forward-looking statements. Forward-looking statements involve risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the business of AgeX Therapeutics, Inc. and its subsidiaries, particularly those mentioned in the cautionary statements found in more detail in the “Risk Factors” section of AgeX’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (copies of which may be obtained at www.sec.gov). Subsequent events and developments may cause these forward-looking statements to change. AgeX specifically disclaims any obligation or intention to update or revise these forward-looking statements as a result of changed events or circumstances that occur after the date of this release, except as required by applicable law.

Contacts

Contact for AgeX:
Dr. Nafees Malik
Chief Operating Officer
nmalik@agexinc.com

Contact for LyGenesis:
Michael Hufford
mhufford@lygenesis.com
(858) 603-2514