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): March 15, 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 in AgeX’s periodic reports filed with the Securities and Exchange Commission under the heading “Risk Factors” 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 2.01 – Completion of Acquisition or Disposition of Assets.
On March 15, 2021, the merger of AgeX’s majority-owned subsidiary LifeMap Sciences, Inc. (“LifeMap”) with GCLMS Acquisition Corporation, a Delaware corporation (“GCLMS”) was completed pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) among AgeX, LifeMap, GCLMS and the parent company of GCLMS Atlas Capital Partners Limited, a British Virgin Islands company limited by shares (“Atlas”). As a result of the merger, (a) the shares of LifeMap common stock outstanding at the time of the merger entitle the holders of those shares to receive a pro rata portion of a $500,000 cash payment for all shares of LifeMap common stock in the aggregate (the “Merger Consideration”), with each LifeMap shareholder’s pro rata portion of the Merger Consideration to be determined in accordance with the number of shares of LifeMap common stock owned by such shareholder as a percentage of shares of LifeMap common stock outstanding immediately before the effective date of the merger, and (b) the outstanding shares of GCLMS common stock were converted into shares of LifeMap common stock so that Atlas is now the sole shareholder of LifeMap.
AgeX received approximately $466,400 in cash as its pro rata share of the Merger Consideration in the merger. Prior to and as a condition to the merger under the terms of the Merger Agreement $1,761,296 of LifeMap’s indebtedness to AgeX was converted into shares of LifeMap common stock. LifeMap also paid AgeX $250,000 in cash to pay off a portion of LifeMap’s indebtedness to AgeX that was not converted into shares of LifeMap common stock.
We have included as exhibits to this Report the unaudited pro forma consolidated balance sheet as of September 30, 2020, and unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2020 and for the year ended December 31, 2019.
Item 9.01 - Financial Statements and Exhibits.
| (a) | Pro forma financial information |
| (b) | Exhibits |
| Exhibit Number | Description | |
| 99.1 | Pro forma financial information |
| 2 |
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.
| AGEX THERAPEUTICS, INC. | ||
| Date: March 19, 2021 | By: | /s/ Andrea Park |
| Chief Financial Officer | ||
| 3 |
EXHIBIT 99.1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On March 15, 2021, the merger of AgeX’s majority-owned subsidiary LifeMap Sciences, Inc. (“LifeMap”) with GCLMS Acquisition Corporation, a Delaware corporation (“GCLMS”) was completed pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) among AgeX, LifeMap, GCLMS and the parent company of GCLMS Atlas Capital Partners Limited, a British Virgin Islands company limited by shares (“Atlas”). As a result of the merger, (a) the shares of LifeMap common stock outstanding at the time of the merger entitle the holders of those shares to receive a pro rata portion of a $500,000 cash payment for all shares of LifeMap common stock in the aggregate (the “Merger Consideration”), with each LifeMap shareholder’s pro rata portion of the Merger Consideration to be determined in accordance with the number of shares of LifeMap common stock owned by such shareholder as a percentage of shares of LifeMap common stock outstanding immediately before the effective date of the merger, and (b) the outstanding shares of GCLMS common stock were converted into shares of LifeMap common stock so that Atlas is now the sole shareholder of LifeMap.
The unaudited pro forma consolidated balance sheet presents the balance sheet as originally reported and eliminates the assets, liabilities and equity components of LifeMap and its wholly owned subsidiary, LifeMap Sciences, Ltd. as if the disposition occurred on September 30, 2020. In addition, the pro forma adjustments include entries to record the $250,000 in cash received for partial payment of LifeMap’s indebtedness to AgeX and the conversion of $1,761,296 of LifeMap’s indebtedness to AgeX into shares of LifeMap common stock immediately prior to the merger as required by the Merger Agreement, the write off of any residual indebtedness of LifeMap to AgeX, and approximately $466,400 in cash received for Agex’s pro rata share of the Merger Consideration in the merger.
The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2020 and for the fiscal year ended December 31, 2019 assume that the disposition of LifeMap occurred prior to those periods. The statements of operations do not include any gain or loss on the sale or costs associated with the divestiture of AgeX’s interest in LifeMap.
The unaudited pro forma consolidated financial statements are not necessarily indicative of the financial position or results of operations that might have occurred had the disposition occurred as of the dates stated above. The unaudited pro forma consolidated financial statements have been derived from and should be read in conjunction with the audited consolidated financial statements and notes and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in AgeX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on March 30, 2020, and unaudited interim consolidated financial statements and the related MD&A included in AgeX’s September 30, 2020 Quarterly Report on Form 10-Q filed on November 16, 2020, incorporated herein by reference.
AGEX THERAPEUTICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2020
(IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
See accompanying notes to the Unaudited Pro Forma Consolidated Financial Information
AGEX THERAPEUTICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| As Reported | Disposition | Notes | Pro Forma | |||||||||||
| REVENUES: | ||||||||||||||
| Subscription and advertisement revenues | $ | 945 | $ | (945 | ) | (e) | $ | - | ||||||
| Other revenues | 256 | (215 | ) | (e) | 41 | |||||||||
| Grant revenues | 162 | - | 162 | |||||||||||
| Total revenues | 1,363 | (1,160 | ) | 203 | ||||||||||
| Cost of sales | (120 | ) | 99 | (e) | (21 | ) | ||||||||
| Gross profit | 1,243 | (1,061 | ) | 182 | ||||||||||
| OPERATING EXPENSES: | ||||||||||||||
| Research and development | 3,792 | (983 | ) | (f) | 2,809 | |||||||||
| General and administrative | 5,675 | (529 | ) | (f) | 5,146 | |||||||||
| Total operating expenses | 9,467 | (1,512 | ) | 7,955 | ||||||||||
| Loss from operations | (8,224 | ) | 451 | (7,773 | ) | |||||||||
| OTHER INCOME/(EXPENSES): | ||||||||||||||
| Interest expense, net | (288 | ) | - | (288 | ) | |||||||||
| Other income (expense), net | (6 | ) | 11 | (g) | 5 | |||||||||
| Total other expense, net | (294 | ) | 11 | (283 | ) | |||||||||
| NET LOSS | (8,518 | ) | 462 | (8,056 | ) | |||||||||
| Net loss attributable to noncontrolling interest | 99 | (96 | ) | (h) | 3 | |||||||||
| NET LOSS ATTRIBUTABLE TO AGEX | $ | (8,419 | ) | $ | 366 | $ | (8,053 | ) | ||||||
| NET LOSS PER COMMON SHARE: BASIC AND DILUTED | $ | (0.22 | ) | $ | 0.01 | $ | (0.21 | ) | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 37,662 | 37,662 | 37,662 | |||||||||||
See accompanying notes to the Unaudited Pro Forma Consolidated Financial Information
AGEX THERAPEUTICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| As Reported | Disposition | Notes | Pro Forma | |||||||||||
| REVENUES: | ||||||||||||||
| Subscription and advertisement revenues | $ | 1,332 | $ | (1,332 | ) | (e) | $ | - | ||||||
| Other revenues | 216 | (138 | ) | (e) | 78 | |||||||||
| Grant revenues | 180 | - | 180 | |||||||||||
| Total revenues | 1,728 | (1,470 | ) | 258 | ||||||||||
| Cost of sales | (244 | ) | 187 | (e) | (57 | ) | ||||||||
| Gross profit | 1,484 | (1,283 | ) | 201 | ||||||||||
| OPERATING EXPENSES: | ||||||||||||||
| Research and development | 5,904 | (1,408 | ) | (f) | 4,496 | |||||||||
| General and administrative | 8,139 | (834 | ) | (f) | 7,305 | |||||||||
| Total operating expenses | 14,043 | (2,242 | ) | 11,801 | ||||||||||
| Loss from operations | (12,559 | ) | 959 | (11,600 | ) | |||||||||
| OTHER INCOME/(EXPENSES): | ||||||||||||||
| Interest income, net | 29 | - | 29 | |||||||||||
| Other income, net | 294 | 71 | (g) | 365 | ||||||||||
| Total other income, net | 323 | 71 | 394 | |||||||||||
| NET LOSS BEFORE INCOME TAX PROVISION | (12,236 | ) | 1,030 | (11,206 | ) | |||||||||
| Income tax provision | (148 | ) | 148 | (i) | - | |||||||||
| NET LOSS | (12,384 | ) | 1,178 | (11,206 | ) | |||||||||
| Net loss attributable to noncontrolling interest | 230 | (225 | ) | (h) | 5 | |||||||||
| NET LOSS ATTRIBUTABLE TO AGEX | $ | (12,154 | ) | $ | 953 | $ | (11,201 | ) | ||||||
| NET LOSS PER COMMON SHARE: BASIC AND DILUTED | $ | (0.33 | ) | $ | 0.03 | $ | (0.30 | ) | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 37,271 | 37,271 | 37,271 | |||||||||||
See accompanying notes to the Unaudited Pro Forma Consolidated Financial Information
Notes to Unaudited Pro Forma Consolidated Financial Information.
| (a) | This adjustment reflects the elimination of cash and cash equivalents attributable to LifeMap and its wholly owned subsidiary LifeMap Sciences, Ltd. (“LifeMap Consolidated”) as if the disposition occurred on September 30, 2020 and also includes the $250,000 in cash received to pay off a portion of LifeMap’s indebtedness to AgeX, and approximately $466,400 in cash as AgeX’s pro rata share of the $500,000 Merger Consideration payable to AgeX as a LifeMap shareholder in the merger of LifeMap with GCLMS Acquisition Corporation. |
| (b) | This adjustment eliminates the assets, liabilities and equity components of LifeMap Consolidated as if the disposition occurred on September 30, 2020. |
| (c) | This adjustment reflects the elimination of liabilities attributable to LifeMap Consolidated and the $250,000 portion of LifeMap’s indebtedness to AgeX paid off prior to the merger, conversion of $1,761,296 of LifeMap’s indebtedness to AgeX into shares of LifeMap common stock, and write off of LifeMap’s residual indebtedness to AgeX. |
| (d) | This adjustment represents the equity impact inclusive of estimated net loss of approximately $14.4 million as a result of the disposition as of September 30, 2020. The actual loss may differ as of March 15, 2021, the merger consummation date. |
| (e) | This adjustment reflects the elimination of subscription and advertising revenues from LifeMap’s GeneCards® online database and cost of goods sold comprised of the fixed annual royalties on the GeneCards® online database. |
| (f) | This adjustment reflects the elimination of operating expenses of LifeMap Consolidated. Not included in the pro-forma results are anticipated savings due to costs that may be reduced or eliminated. |
| (g) | This adjustment primarily represents effects of remeasurement of a U.S. dollar denominated intercompany payable by LifeMap Sciences, Ltd. to LifeMap, offset by remeasurement of an Israeli Shekel denominated intercompany payable by LifeMap to LifeMap Sciences, Ltd. The functional currency of LifeMap Sciences, Ltd. is the Israeli Shekel. |
| (h) | This adjustment reflects the net loss attributable to noncontrolling interests of LifeMap Consolidated. |
| (i) | This adjustment represents a foreign income tax provision due to income generated in Israel through LifeMap Sciences, Ltd. This income was principally related to the remeasurement of the U.S. dollar denominated intercompany advances payable by LifeMap Sciences, Ltd. to LifeMap, for which a foreign income tax provision of $148,000 was recorded for the year ended December 31, 2019. |