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): December 7, 2022
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. ☒
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,” “us,” or “our” refer to AgeX Therapeutics, Inc.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in Item 5.07, on December 7, 2022 our 2017 Equity Incentive Plan was amended to make an additional 4,000,000 shares of our common stock available for equity awards.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
Our 2022 annual meeting of stockholders was held on December 7, 2022. At the annual meeting our stockholders: (a) elected four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; (b) ratified the Board of Directors’ selection of WithumSmith + Brown PC as our independent registered public accountants to audit our financial statements for the 2022 fiscal year; (c) approved an amendment to AgeX’s Certificate of Incorporation to increase the total number of authorized shares of common stock, par value $0.0001 per share, that we may issue from 100,000,000 shares to 200,000,000 (the “Common Stock Amendment Proposal”); (d) approved an amendment of our 2017 Equity Incentive Plan to make an additional 4,000,000 shares of common stock available for equity awards (the “Incentive Plan Amendment Proposal”); and (e) approved a proposal to permit Juvenescence Limited (“Juvenescence”) to acquire additional shares of AgeX common stock through the exercise of warrants or the conversion of all or a portion of the principal amount of certain loans to AgeX, if as a result Juvenescence would (i) acquire more than 19.9% of the AgeX common stock outstanding as of February 14, 2022 at a price less than the applicable market value of AgeX common stock or book value per share, and/or (ii) own 50% or more of the outstanding shares of AgeX common stock (the “Juvenescence Proposal”).
There were 37,947,152 shares of AgeX common stock, par value $0.0001 per share, outstanding and eligible to vote at the annual meeting as of the close of business on October 28, 2022, the record date for determining stockholders entitled to vote at the meeting. There were 26,899,366 shares, or 70.89% of the voting power, represented at the meeting, either in person or by proxy. The following tables show the votes cast by our stockholders and any abstentions with respect to the matters presented to stockholders for a vote at the meeting. Information is also provided as to broker non-votes. A “broker non-vote” occurs when a stockholder whose shares are held in “street name” in a brokerage account or similar account does not instruct the stockholder’s broker or other nominee in whose name the shares are registered how to vote on a matter as to which brokers and nominees are not permitted to vote without instructions from their client.
Election of Directors
Each of the following nominees were elected as directors by the following vote:
| Nominee | Votes For | Votes Withheld | ||||||
| Gregory Bailey | 20,443,999 | 1,210,959 | ||||||
| Joanne Hackett | 20,457,478 | 1,197,480 | ||||||
| Michael May | 20,469,901 | 1,185,057 | ||||||
| Michael D. West | 20,685,723 | 969,235 | ||||||
In addition, there were 5,244,408 broker non-votes with respect to the election of directors.
| 2 |
Ratification of Appointment of Independent Registered Public Accountants
The appointment of WithumSmith + Brown PC as our independent registered public accountants for the fiscal year ending December 31, 2022 was ratified by the following vote:
| Shares Voted | |||||
| For | 26,776,985 | ||||
| Against | 31,458 | ||||
| Abstain | 90,923 | ||||
There were no broker non-votes on this matter.
Common Stock Amendment Proposal
The Common Stock Amendment Proposal was approved by the following vote:
| Shares Voted | |||||
| For | 20,798,910 | ||||
| Against | 1,341,037 | ||||
| Abstain | 22,781 | ||||
In addition, there were 4,736,638 broker non-votes on this matter.
Incentive Plan Amendment Proposal
The Incentive Plan Amendment Proposal was approved by the following vote:
| Shares Voted | |||||
| For | 20,127,120 | ||||
| Against | 1,474,349 | ||||
| Abstain | 53,488 | ||||
In addition, there were 5,244,408 broker non-votes on this matter.
Juvenescence Proposal
The Juvenescence was approved by the following vote:
| Shares Voted | |||||
| For | 20,393,670 | ||||
| Against | 1,204,612 | ||||
| Abstain | 56,676 | ||||
In addition, there were 5,244,408 broker non-votes on this matter.
Item 9.01 - Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Incorporation, as amended | |
| 10.1 | Amendment of 2017 Equity Inventive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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: December 12, 2022 | By: | /s/ Andrea E. Park |
| Chief Financial Officer | ||
| 4 |
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
AGEX THERAPEUTICS, INC.
For the purpose of organizing a corporation under the Delaware General Corporation Law, the undersigned hereby certifies that:
Article 1
Name
The name of this corporation is AgeX Therapeutics, Inc.
Article 2
Address
The address of the corporation’s registered office in the State of Delaware is 1675 South State Street, Suite B, Dover, Delaware 19901 in Kent County. The name of its registered agent at such address is Capitol Services, Inc.
Article 3
Purpose
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.
Article 4
Capital Stock
The corporation is authorized to issue two classes of stock, which shall be designated “Common Stock” and “Preferred Stock.” The number of shares of Common Stock which the corporation is authorized to issue is one hundred million (100,000,000), with a par value of $0.0001 per share. The number of shares of Preferred Stock which the corporation is authorized to issue is five million (5,000,000), with a par value of $0.0001 per share. The Preferred Stock may be issued in one or more series as the board of directors of the corporation may by resolution or resolutions designate. The board of directors of the corporation is authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions and the number of shares of any series of Preferred Stock and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon the Preferred Stock as a class, or upon any wholly unissued series of Preferred Stock. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of Preferred Stock subsequent to the issue of shares of that series.
Article 5
Name and Address of Incorporator
The name and mailing address of the incorporator are as follows:
Richard S. Soroko, Esq.
Thompson, Welch, Soroko & Gilbert LLP
3950 Civic Center Drive
3rd Floor
San Rafael, CA 94903
Article 6
Limitation on Liability and Indemnification
The liability of the directors of the corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director is eliminated to the fullest extent permissible under Delaware; provided that this provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under § 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. The corporation is authorized to indemnify directors, officers, and agents to the fullest extent permissible under Delaware law.
Article 7
Corporate Governance Matters
7.1 Bylaws.
The board of directors of the corporation shall have the power to make, amend and repeal the bylaws of the corporation (except insofar as the bylaws of the corporation adopted by the stockholders shall otherwise provide). Any bylaws made by the board of directors under the powers conferred hereby may be amended or repealed by the board of directors or by the stockholders.
7.2 Number of Directors.
The number of directors of the corporation shall be fixed from time to time by, or in the manner provided in, the bylaws of the corporation, unless otherwise restricted by this Certificate of Incorporation.
7.3 Ballots.
Election of directors need not be by written ballots unless the bylaws of the corporation shall so provide.
I acknowledge and affirm that I am the person who executed the above Certificate of Incorporation, and such instrument is my act and deed, and that the facts stated therein are true.
| Dated: January 5, 2017 | /s/Richard S. Soroko | |
| Richard S. Soroko, | ||
| Incorporator |
| 2 |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF AGEX THERAPEUTICS, INC.
AgeX Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of AgeX Therapeutics, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that subject to approval by the stockholders, Article 4 of the Certificate of the Incorporation of the corporation is amended to read as follows:
Article 4
Capital Stock
The corporation is authorized to issue two classes of stock, which shall be designated “Common Stock” and “Preferred Stock.” The number of shares of Common Stock which the corporation is authorized to issue is two hundred million (200,000,000), with a par value of $0.0001 per share. The number of shares of Preferred Stock which the corporation is authorized to issue is five million (5,000,000), with a par value of $0.0001 per share. The Preferred Stock may be issued in one or more series as the board of directors of the corporation may by resolution or resolutions designate. The board of directors of the corporation is authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions and the number of shares of any series of Preferred Stock and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon the Preferred Stock as a class, or upon any wholly unissued series of Preferred Stock. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of Preferred Stock subsequent to the issue of shares of that series.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 7th day of December 2022.
| By: | /s/ Michael D. West | |
| Michael D. West | ||
| President and Chief Executive Officer |
| 3 |
Exhibit 10.1
AMENDMENT TO
AGEX THERAPEUTICS, INC.
2017 EQUITY INCENTIVE PLAN
Approved by Stockholders December 7, 2022
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 8,500,000 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.