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): November 8, 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 (the “SEC”) and in 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 1.01 – Entry in Material Definitive Agreement.
On November 8, 2021, we entered into Amendment No. 2 to Loan Facility Agreement (the “Second Amendment”) of our Loan Facility Agreement (the “Loan Agreement”), dated as of August 13, 2019, as previously amended on February 10, 2021, with Juvenescence Limited (“Juvenescence”). The Second Amendment increases the amount of the loan facility from $6 million to $7 million, of which we have previously borrowed $6 million. All loans in excess of the amount we previously borrowed are subject to Juvenescence’s discretion. Additional loans, if made, will be in denominations of $1 million.
The foregoing description of the Second Amendment is a summary only and is qualified in all respects by reference to the full text of the Second Amendment which has been filed as Exhibit 10.1 to this Report.
Item 9.01 - Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment No. 2 to Loan Facility Agreement, dated November 8, 2021, between AgeX Therapeutics, Inc. and Juvenescence Limited | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 9, 2021 | By: | /s/ Andrea Park |
| Chief Financial Officer | ||
Exhibit 10.1
DATED: November 8th, 2021
AGEX THERAPEUTICS INC.
(as Borrower)
- and -
JUVENESCENCE LIMITED
(as Lender)
AMENDMENT NO. 2 TO LOAN FACILITY AGREEMENT
THIS AMENDMENT NO. 2, made as of November 8th, 2021 (this “Amendment”), TO THE LOAN FACILITY AGREEMENT, dated as of August 13, 2019 and amended on February 10, 2021 (as amended, the “Original Loan Agreement” and, as amended hereby, the “Loan Agreement”)
BETWEEN
(1) AGEX THERAPEUTICS INC., a company incorporated in Delaware (the “Borrower’’); and
(2) JUVENESCENCE LIMITED, a company incorporated in the Isle of Man (the “Lender’’),
each a “party” and together the “parties”.
PRELIMINARY
The Lender has agreed to increase the unsecured loan facility available to the Borrower under the Original Loan Agreement by US$1,000,000 (one million dollars) on the terms and conditions set out in this Amendment.
AMENDMENTS TO OPERATIVE PROVISIONS
A The definition of Commitment in Clause 1.1 of the Original Loan Agreement is hereby amended, restated and replaced by the following:
“Commitment” means US$7,000,000 (seven million dollars).
B Except as specifically amended by this Amendment, the Loan Agreement shall remain in full force and effect.
C The Borrower shall be responsible for its own costs in relation to the preparation and execution of this Amendment.
D Each of the provisions of this Amendment shall be severable and distinct from one another and if at any time anyone or more of these provisions (or any part of them) is or becomes invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
E This Amendment may be executed in any number of counterparts, which shall together constitute one agreement. Any party may enter into this Amendment by signing any such counterpart. This Amendment may be executed with signatures transmitted among the parties by pdf attached to an electronic mail, and no party shall deny the validity of a signature or this Amendment signed and transmitted by pdf attached to an electronic mail on the basis that a signed document is represented by a copy or facsimile and not an original.
F This Agreement and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and construed in accordance with English law.
G The parties irrevocably agree that the Courts of England are to have jurisdiction to settle any dispute arising from or in connection with this Agreement or relating to any non-contractual obligations arising from or in connection with this Agreement.
IN WITNESS whereof these presents consisting of this and the preceding pages is executed as follows.
| Executed and Delivered as a Deed by | /s/ Jim Mellon |
| (Director) | |
| a duly authorised Director, for and on behalf | |
| of JUVENESCENCE LIMITED | |
| Executed and Delivered as a Deed by | /s/ Greg Bailey |
| (Director) | |
| a duly authorised Director, for and on behalf | |
| of JUVENESCENCE LIMITED | |
| Executed and Delivered as a Deed by | /s/ Michael D. West |
| AGEX THERAPEUTICS, INC. | (Chief Executive Officer) |
| Executed and Delivered as a Deed by | /s/ Andrea E. Park |
| AGEX THERAPEUTICS, INC. | (Chief Financial Officer) |