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): June 2, 2023
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 (the “SEC”) 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.
The description or discussion in this Form 8-K of any contract or agreement is a summary only and is qualified in all respects by reference to the full text of the applicable contract or agreement.
Item 1.01 – Entry in Material Definitive Agreement.
On June 2, 2023 AgeX and Juvenescence Limited (“Juvenescence”) entered into an amendment to the Amended and Restated Secured Convertible Promissory Note (the “Secured Note”), as previously amended by an Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (the “Second Amendment”), to provide that (i) AgeX may draw on the available portion of the line of credit under the Secured Note until the earlier of the date a Qualified Offering as defined in the Secured Note is consummated by AgeX or October 31, 2023 (subject to Juvenescence’s discretion to approve each loan draw as provided in the Secured Note), (ii) AgeX will not be obligated to issue additional common stock purchase warrants to Juvenescence in connection with the receipt of loan funds made available pursuant to the Second Amendment, and (iii) the definition of Reverse Financing Condition is amended to extend to June 20, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by Reverse Bioengineering, Inc.
The terms of the June 2, 2023 amendment of the Secured Note are set forth in a Third Amendment to Amended and Restated Convertible Promissory Note (the “Third Amendment’). The description or discussion of the Third Amendment in this Form 8-K is a summary only, does not purport to be a complete statement of the terms and conditions of the Third Amendment, and is qualified in all respects by reference to the full text of the Third Amendment which is filed as an Exhibit to this Report and is incorporated by reference into this Report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On June 7, 2023, AgeX drew $500,000 of its credit available under the Secured Note as most recently amended by the Third Amendment.
The Repayment Date on which the outstanding principal balance of the Secured Note will become due and payable shall be February 14, 2024. The other material terms of the Secured Note are summarized in AgeX’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023 and in Item 1.01 of this Report.
Item 9.01 - Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Third Amendment to Amended and Restated Secured Convertible Promissory Note, dated June 2, 2023, executed by AgeX Therapeutics, Inc. and Juvenescence Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 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: June 8, 2023 | By: | /s/ Andrea E. Park |
| Chief Financial Officer | ||
| 3 |
Exhibit 10.1
THIRD AMENDMENT TO
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
This Third Amendment to Amended and Restated Convertible Promissory Note (this “Amendment”) by and between AgeX Therapeutics Inc., a Delaware corporation (“Borrower”) and a company incorporated in the Isle of Man with company number 018008V and its registered office at 1st Floor Viking House, St Pauls Square, Ramsey, Isle of Man, IM8 1GB (“Lender”) is effective as of June 2, 2023 (“Effective Date”).
WHEREAS, Borrower and Lender entered into the Amended and Restated Convertible Promissory Note, dated February 9, 2023 (as modified by that certain First Amendment to Amended and Restated Convertible Promissory Note, dated as of March 13, 2023 and that certain Allonge and Second Amendment to Amended and Restated Convertible Promissory Note, dated as of May 9, 2023, the “Note”);
WHEREAS, pursuant to the Allonge and Second Amendment to Amended and Restated Convertible Promissory Note, dated as of May 9, 2023, the Lender agreed to increase the Incremental Commitment by $4,000,000 (the “Second Amendment Commitment” and any Advances issued thereunder “Second Amendment Commitment Advances”);
WHEREAS, Borrower and Lender wish to amend the Note in order to clarify certain terms applicable to the Second Amendment Commitment Advances, which modifications are intended to be effective as of the Second Amendment Effective Date, subject to the satisfaction of the conditions set forth in Section 4 hereof.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and Lender agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings given them in the Note.
2. Amendments to the Note. Effective as of the Second Amendment Effective Date, the Note shall be amended as follows:
| (a) | Notwithstanding anything in the Note to the contrary, Lender and Borrower agree that Borrower has no obligation to provide Warrants (pursuant to Section 3.4 of the Note or otherwise under any Loan Document) to Lender with respect to the Second Amendment Commitment Advances. |
| (b) | the definition of Incremental Availability Period is hereby amended and restated in its entirety to read as follows: | |
| “Incremental Availability Period” means (i) with respect to Incremental Commitments pursuant to clause (i) of the definition thereof, the period starting on the Restatement Date and ending on the date falling three (3) calendar months after the Restatement Date and (ii) with respect to Incremental Commitments pursuant to clause (ii) of the definition thereof, October 31, 2023 (as may be extended by the Lender in its sole discretion) or, if earlier, on the date a Qualified Offering is consummated by the Borrower as contemplated by Section 7. |
| (c) | the definition of “Reverse Financing Condition” is hereby amended and restated in its entirety to read as follows: |
“Reverse Financing Condition” means the consummation by Reverse of debt or equity financing with net cash proceeds in excess of $15,000,000 on or before June 20, 2023.
3. Conditions Precedent to Amendment. The satisfaction (or waiver in writing by the Lender) of each of the following shall constitute conditions precedent to the effective of this Amendment.
| (a) | The Lender shall have received this Amendment duly executed by the parties hereto. | |
| (b) | The Second Amendment Effective Date shall have occurred. |
4. Limited Effect; Reaffirmation. The Borrower hereby (i) acknowledges and reaffirms its obligations as set forth in each Loan Document, (ii) agrees to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document, which remain in full force and effect (in the case of the Note, as amended by Section 2 hereto), and (iii) ratifies, confirms and reaffirms that the security interest granted to the Lender pursuant to the Loan Documents in all of their right, title and interest in all then existing or thereafter acquired or arising Collateral in order to secure prompt payment and performance of the obligations of the Borrower under the Note and the Loan Documents (collectively, the “Obligations”) is continuing and is unimpaired and continues to constitute a first priority security interest in favor of the Lender with the same force, effect and priority in effect both immediately prior to and after entering into this Agreement and the other Loan Documents entered into on or as of the date hereof. The Borrower acknowledges and reaffirms that the Lender’s security interest in the Collateral has attached and continues to attach to all such Collateral and no further actions taken on or immediately prior to the date hereof, on the part of the Lender or the Borrower, is necessary to continue such security interest. The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Note or the other Loan Documents.
5. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the Borrower and Lender and the Guarantors, and each of their respective successors and assigns.
6. Loan Document. This Amendment shall constitute a “Loan Document” for all purposes under the Note and the other Loan Documents.
7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
8. Further Assurances. Borrower agrees to take such actions requested by Lender as are necessary or desirable to further evidence the modifications set forth in this Amendment, including, without limitation, issuing an amended and restated note or amending other Loan Documents to give effect to or facilitate such modifications if requested by Lender.
9. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Amendment by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| Borrower: | Lender: | |||
| AgeX Therapeutics Inc., a Delaware corporation | Juvenescence Limited, an Isle of Man company | |||
| By: | /s/Andrea Park | By: | /s/Denham Eke | |
| Andrea Park, CFO | Denham Eke, Director | |||
Signature Page to Third Amendment