Sec Form 4 Filing - Juvenescence Ltd @ Serina Therapeutics, Inc. - 2024-06-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Juvenescence Ltd
2. Issuer Name and Ticker or Trading Symbol
Serina Therapeutics, Inc. [ SER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1ST FLOOR, VIKING HOUSE, ST PAULS SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
06/06/2024
(Street)
RAMSEY, Y8IM8 1GB
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/06/2024 M 377,865 A $ 13.2 2,267,188 ( 1 ) ( 2 ) I By Juv UK
Common Stock 11/27/2024 A 500,000 A $ 10 2,767,188 ( 1 ) ( 3 ) I By Juv UK
Common Stock 01/31/2025 A 500,000 A $ 10 3,267,188 ( 1 ) ( 3 ) I Bu Juv UK
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 13.2 06/06/2024 M 377,865 ( 2 ) ( 2 ) Common Stock 377,865 ( 2 ) 755,728 I By Juv UK
Warrants $ 18 06/06/2024 A 377,865 ( 2 ) ( 2 ) Common Stock 377,865 ( 2 ) 377,865 I By Juv UK
Warrants $ 13.2 11/27/2024 D 755,728 ( 3 ) ( 3 ) Common Stock 755,728 ( 3 ) 0 I By Juv UK
Warrants $ 18 11/27/2024 A 377,864 ( 3 ) ( 3 ) Common Stock 377,864 ( 3 ) 377,864 I By Juv UK
Warrants $ 18 ( 3 ) 01/31/2025 A 377,864 ( 3 ) ( 3 ) Common Stock 377,864 ( 3 ) 755,728 I By Juv UK
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Juvenescence Ltd
1ST FLOOR, VIKING HOUSE
ST PAULS SQUARE
RAMSEY, Y8IM8 1GB
X
Signatures
/s/ Gregory Bailey, Executive Chairman of Juvenescence Ltd 02/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported, on March 26, 2024, the Issuer (formerly known as "AgeX Therapeutics, Inc.") completed its merger transaction with, inter alia, Serina Therapeutics, Inc. (the "Merger"). Following the closing of the Merger, the Reporting Person held 1,889,323 shares of the Issuer's common stock, which shares are included in Column 5. These shares are held by the Reporting Person's wholly owned subsidiary, JuvVentures (UK) ("Juv UK"). Additional details about the Merger and the transactions described in this report can be found in the Issuer's and the Reporting Person's previous filings with the Commission.
( 2 )On June 6, 2024, the Reporting Person exercised 377,865 warrants at an exercise price of $13.20 per warrant (the "Original Warrants"), representing one-third of the of the Original Warrants, which were issued to the Reporting Person in connection with a warrant dividend effected on March 18, 2024, Upon such exercise, the Reporting Person was issued 377,865 shares of the Issuer's common stock and 377,865 new warrants to purchase the Issuer's common stock at an exercise price of $18.00 (the "June Warrants"). The remaining 755,728 Original Warrants were surrendered in connection with the November Agreement described in footnote 3 below. The June Warrants expire on March 26, 2028 and are immediately exercisable (with each warrant exercisable for one share of the Issuer's common stock). Prior to their surrender, the Original Warrants also had an expiration date of March 26, 2028.
( 3 )On November 27, 2024, pursuant to certain agreements entered into among the Issuer, the Reporting Person and Juv UK dated November 26, 2024 (the "November Agreement"), the Reporting Person purchased 500,000 shares of the Issuer's common stock at a purchase price of $10.00 per share and, in connection therewith, surrendered the Original Warrants and was issued 377,865 warrants to purchase shares of the Issuer's common stock (the "New Warrants"). The New Warrants have an exercise price of $18.00 per warrant, expire on March 26, 2028 and are immediately exercisable (with each warrant exercisable for one share of the Issuer's common stock). On January 31, 2025, in accordance with the November Agreement, the Reporting Person purchased another 500,000 shares of the Issuer's common stock at a purchase price of $10.00 per share and was issued 377,865 additional New Warrants.

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