As filed with the Securities and Exchange Commission on January 4, 2022

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

AGEX THERAPEUTICS, INC.

(Exact name of Registrant as specified in charter)

 

Delaware   82-1436829
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

 

1101 Marina Village Parkway, Suite 201, Alameda, California   94502
(Address of principal executive offices)   (Zip Code)

 

2017 Equity Incentive Plan

(Full title of the plan)

 

ANDREA E. PARK

Chief Financial Officer

AgeX Therapeutics, Inc.

1101 Marina Village Parkway, Suite 201

Alameda, California 94501

(Name and address of agent for service)

 

(510) 671-8370

(Telephone number, including area code, of agent for service)

 

 

Copies of all communications, including all communications sent to the agent for service, should be sent to:

RICHARD S. SOROKO, ESQ.

Thompson Welch Soroko & Gilbert LLP

3950 Civic Center Drive, Suite 300

San Rafael, California 94903

Tel. (415) 448-5000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
  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 7(a)(2)(B) of the Securities Act. ☒

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered   Amount
to be
registered 		    Proposed
maximum offering
price per share 		    Proposed maximum
aggregate offering
price 		    Amount of
registration
fee(1) 		 
Common Stock, par value $0.0001 per share     500,000 (2)   $ 0.555 (3)   $ 277,500 (3)   $ 25.72  
Total Registration Fee                           $ 25.72  

 

(1) Determined pursuant to Rule 457(c) and (h) under the Securities Act..

 

(2) Includes shares issuable directly or upon the exercise of stock options or in settlement of restricted stock units. Pursuant to Rule 416, this Registration Statement also includes an indeterminate number of shares of common stock that may be subject to issuance as a result of anti-dilution and other provisions of the Plan.

 

(3) Estimated solely for the purpose of computing the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and the low prices per share of the Registrant’s common shares as reported on the NYSE American LLC as of a date (December 28, 2021) within five business days prior to the filing of this Registration Statement.

 

 

 

 

 

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

This Registration Statement on Form S-8 under the Securities Act of 1933, as amended, is being filed by AgeX Therapeutics, Inc. (“AgeX”) pursuant to General Instruction E to Form S-8 to register an additional 500,000 shares of AgeX common stock, par value $0.0001 per share (“Shares”), including shares issuable directly or upon the exercise of stock options or in settlement of restricted stock units under an amendment to the AgeX 2017 Equity Incentive Plan.

 

The content of Registration Statement on Form S-8, File No. 333-229432, filed with the Securities and Exchange Commission (“SEC”) on January 30, 2019, is incorporated by reference.

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have been filed by the Registrant with the Securities and Exchange Commission (the “SEC”), are incorporated herein by reference:

 

  ● The Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2020 filed with the SEC on March 31, 2021;

 

  ● Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021, as filed with the SEC on May 17, 2021, August 13, 2021, and November 11, 2021, respectively;

 

  ● The Registrant’s Current Reports on Form 8-K filed with the SEC on January 5, 2021, January 7, 2021, January 29, 2021, February 11, 2021, March 2, 2021, March 8, 2021, March 19, 2021, May 25, 2021, July 20, 2021, July 23, 2021, September 3, 2021, October 26, 2021, November 9, 2021, November 23, 2021, December 9, 2021, and December 30, 2021; provided, however, that any information furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, or otherwise furnished rather than filed with the SEC, shall not be incorporated by reference herein; and
     
  ● The description of the Registrant’s common stock contained in the Information Statement filed as Exhibit 99.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form 10 filed with the SEC on November 26, 2018, as updated by Exhibit 4.4 to the Registration’s Annual Report on Form 10-K filed with the SEC on March 30, 2020, and including any amendment or report (or exhibit to any such amendment or report) filed for the purpose of updating that description.

 

In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, before the date this offering is terminated or completed and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part thereof from the date of filing of such documents; provided, however, that any information furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, or otherwise furnished rather than filed with the SEC, shall not be incorporated by reference herein.

 

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

II-1

 

 

Item 8. Exhibits.

 

Exhibit    
Numbers   Description
     
5.1   Opinion of Counsel*
     
23.1   Consent of WithumSmith+Brown, PC*
     
23.2   Consent of Counsel (Included in Exhibit 5.1)
     
99.1   Amendment to 2018 Equity Incentive Plan*

 

* Filed herewith.

 

II-2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California on January 4, 2022.

 

  AGEX THERAPEUTICS, INC.
   
  By: /s/ Michael D. West
    Michael D. West
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Michael D. West   Chief Executive Officer and Director   January 4, 2022
MICHAEL D. WEST   (Principal Executive Officer)    
         
/s/Andrea E. Park   Chief Financial Officer   January 4, 2022
ANDREA E. PARK   (Principal Financial and Accounting Officer)    
         
/s/ Gregory H. Bailey   Director   January 4, 2022
GREGORY H. BAILEY        
         
/s/ Joanne M. Hackett   Director   January 4, 2022
JOANNE M. HACKETT        
         
/s/ Michael H. May   Director   January 4, 2022
MICHAEL H. MAY        

 

II-3

 

 

Exhibit 5.1

 

LAW OFFICES

THOMPSON WELCH SOROKO & GILBERT LLP

3950 CIVIC CENTER DRIVE

SUITE 300

SAN RAFAEL, CA 94903

(415) 448-5000

 

FACSIMILE

(415) 448-5010

 

SAN FRANCISCO OFFICE

(415) 262-1200

 

January 4, 2022

 

Board of Directors

AgeX Therapeutics, Inc.

1101 Marina Village Parkway, Suite 201

Alameda, California 94501

 

Re: AgeX Therapeutics, Inc.
  Registration Statement on Form S-8

 

Ladies/Gentlemen:

 

We are providing this opinion as counsel to AgeX Therapeutics, Inc. (“AgeX”), a Delaware corporation, in connection with a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), filed by AgeX to register 500,000 shares of AgeX common stock, par value $0.0001 per share (“Shares”), that may be granted or sold by AgeX under AgeX’s 2017 Equity Incentive Plan (the “Plan”).

 

In rendering our opinion, we have relied upon, among other things, our examination of such documents and records of AgeX as have been provided to us, including but not limited to the Plan, and the Certificate of Incorporation and Bylaws of AgeX, and records of proceedings of the Board of Directors and stockholders of AgeX. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original of all documents submitted to us as copies.

 

Based upon the foregoing, and upon our consideration of such matters of law as we deemed relevant, we are of the opinion that when the Shares are issued pursuant to the Plan, whether as restricted stock sold or granted for services provided, or sold pursuant to the exercise of stock options or the settlement of restricted stock units, in accordance with the terms of the Plan and the terms and conditions of the applicable grants of the applicable “Award” and any applicable “Award Agreement”, as the terms Award and Award Agreement are defined in the Plan, the Shares will be legally and validly issued and outstanding, fully paid and nonassessable.

 

The foregoing opinions are limited to the laws of the State of Delaware and the Federal laws of the United States of America.

 

We assume no obligation to supplement, amend, or to otherwise update the opinions expressed above if any applicable laws change after the date of this opinion letter, or if we become aware of any facts that might change our opinions after the date of this opinion letter.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

  Very truly yours,
   
  /s/ Thompson Welch Soroko & Gilbert LLP
  Thompson Welch Soroko & Gilbert LLP

 

 

 

 

exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AgeX Therapeutics, Inc., pertaining to the 2017 Equity Incentive Plan, of our report dated March 31, 2021 relating to the consolidated financial statements of AgeX Therapeutics, Inc., which appears in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

 

/s/ OUM & Co. LLP

 

San Francisco, California

January 4, 2022

 

 

 

 

 

Exhibit 99.1

 

AMENDMENT TO

AGEX THERAPEUTICS, INC.

2017 EQUITY INCENTIVE PLAN

 

Approved by Stockholders December 29, 2021

 

Section 4.1 of the AgeX Therapeutics, Inc. Equity Incentive Plan is amended to read as follows:

 

4.1 Subject to adjustment in accordance with Section 11, a total of 4,500,000 shares of Common Stock shall be available for the grant of Awards under the Plan. Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one share for every one Option or Stock Appreciation Right awarded. Any shares of Common Stock granted in connection with Awards other than Options and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.