UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
		OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
		OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-38519

AgeX Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

82-1436829

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1101 Marina Village Parkway, Suite 201

Alameda, California 94501

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 671-8370

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, par value $0.0001 per share		AGE		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares common stock outstanding as of August 8, 2023 was 37,951,261, par value $0.0001 per share.

AGEX THERAPEUTICS, INC.

TABLE OF CONTENTS

			Page Number
Part I – FINANCIAL INFORMATION
	Item 1.	Financial Statements	4
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
	Item 4.	Controls and Procedures	36

Part II – OTHER INFORMATION
	Item 1.	Legal Proceedings	37
	Item 1A.	Risk Factors	37
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 3.	Default Upon Senior Securities	37
	Item 4.	Mine Safety Disclosures	37
	Item 5.	Other Information	37
	Item 6.	Exhibits	39

SIGNATURES			40

PART I — FINANCIAL INFORMATION

This Report on Form 10-Q (“Report”) contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Report are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology.

Any forward-looking statements in this Report reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those discussed in this Report under Item 1 of the Notes to Condensed Financial Statements, under Risk Factors in this Report and those listed under Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K as filed with the Securities Exchange Commission (the “SEC”) on March 31, 2023, and additional risk factors discussed in our other reports filed with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

References to “AgeX,” “our” or “we” mean AgeX Therapeutics, Inc.

The description or discussion, in this Form 10-Q, of any contract or agreement or of any series of AgeX preferred stock is a summary only and is qualified in all respects by reference to the full text of the applicable contract or agreement or the certificate of designation of the series of preferred stock.

Item 1. Financial Statements

AGEX THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amounts)

(unaudited)


	June 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	261		$	645
Accounts and grants receivable, net		6			4
Prepaid expenses and other current assets		1,083			1,804
Total current assets		1,350			2,453

Restricted cash		50			50
Intangible assets, net		673			738
Convertible note receivable		10,204			-
TOTAL ASSETS	$	12,277		$	3,241

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	961		$	1,034
Loans due to Juvenescence, net of debt issuance costs, current portion		22,943			7,646
Related party payables, net		230			141
Warrant liability		-			180
Insurance premium liability and other current liabilities		371			1,077
Total current liabilities		24,505			10,078

Loans due to Juvenescence, net of debt issuance costs, net of current portion		10,068			10,478
TOTAL LIABILITIES		34,573			20,556

Commitments and contingencies (Note 11)		-			-

Stockholders’ deficit:
Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.0001 par value, 200,000 shares authorized; and 37,951 and 37,949 shares issued and outstanding		4			4
Additional paid-in capital		99,977			98,994
Accumulated deficit		(122,156	)		(116,210	)
Total AgeX Therapeutics, Inc. stockholders’ deficit		(22,175	)		(17,212	)
Noncontrolling interest		(121	)		(103	)
Total stockholders’ deficit		(22,296	)		(17,315	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	12,277		$	3,241

See accompanying notes to these condensed consolidated interim financial statements.

AGEX THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	2023			2022			2023			2022
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
REVENUES
Revenues	$	9		$	12		$	19		$	17
Cost of sales		5			6			6			7

Gross profit		4			6			13			10

OPERATING EXPENSES
Research and development		160			259			334			655
General and administrative		1,730			1,338			3,723			2,998
Total operating expenses		1,890			1,597			4,057			3,653

Loss from operations		(1,886	)		(1,591	)		(4,044	)		(3,643	)

OTHER EXPENSE, NET:
Interest expense, net		(792	)		(863	)		(1,892	)		(1,434	)
Change in fair value of warrants		(5	)		(168	)		(35	)		(255	)
Other income, net		4			4			7			7
Total other expense, net		(793	)		(1,027	)		(1,920	)		(1,682	)

NET LOSS		(2,679	)		(2,618	)		(5,964	)		(5,325	)
Net loss attributable to noncontrolling interest		10			-			18			1

NET LOSS ATTRIBUTABLE TO AGEX	$	(2,669	)	$	(2,618	)	$	(5,946	)	$	(5,324	)

NET LOSS PER COMMON SHARE:
NET LOSS PER COMMON SHARE: BASIC AND DILUTED
BASIC AND DILUTED	$	(0.07	)	$	(0.07	)	$	(0.16	)	$	(0.14	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC AND DILUTED		37,951			37,943			37,950			37,943

See accompanying notes to these condensed consolidated interim financial statements.

AGEX THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	2023			2022			2023			2022
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
NET LOSS	$	(2,679	)	$	(2,618	)	$	(5,964	)	$	(5,325	)
Less: Comprehensive loss attributable to noncontrolling interest		10			-			18			1
COMPREHENSIVE LOSS ATTRIBUTABLE TO AGEX COMMON STOCKHOLDERS	$	(2,669	)	$	(2,618	)	$	(5,946	)	$	(5,324	)

See accompanying notes to these condensed consolidated interim financial statements.

AGEX THERAPEUTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands)

(unaudited)

	Number of Shares		Par Value		Paid-In Capital		Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
	Three Months Ended June 30, 2023
	AgeX’s Stockholders’ Deficit
	Common Stock				Additional								Total
	Number of Shares		Par Value		Paid-In Capital		Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
BALANCE AT MARCH 31, 2023		37,951	$	4	$	99,589	$	(119,487	)	$	(111	)	$	(20,005	)
Fair value of liability classified warrants issued		-		-		353		-			-			353
Stock-based compensation		-		-		35		-			-			35
Net loss		-		-		-		(2,669	)		(10	)		(2,679	)
BALANCE AT JUNE 30, 2023		37,951	$	4	$	99,977	$	(122,156	)	$	(121	)	$	(22,296	)
Balance		37,951	$	4	$	99,977	$	(122,156	)	$	(121	)	$	(22,296	)

	Three Months Ended June 30, 2022
	AgeX’s Stockholders’ Deficit
	Common Stock				Additional									Total
	Number of Shares		Par Value		Paid-In Capital			Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
BALANCE AT MARCH 31, 2022		37,943	$	4	$	96,903		$	(108,454	)	$	(44	)	$	(11,591	)
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes		2		-		(1	)		-			-			(1	)
Fair value of liability classified warrants issued		-		-		750			-			-			750
Stock-based compensation		-		-		198			-			-			198
Net loss		-		-		-			(2,618	)		-			(2,618	)
BALANCE AT JUNE 30, 2022		37,945	$	4	$	97,850		$	(111,072	)	$	(44	)	$	(13,262	)
Balance		37,945	$	4	$	97,850		$	(111,072	)	$	(44	)	$	(13,262	)

See accompanying notes to these condensed consolidated interim financial statements.

AGEX THERAPEUTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands)

(unaudited)

	Six Months Ended June 30, 2023
	AgeX’s Stockholders’ Deficit
	Common Stock				Additional									Total
	Number of Shares		Par Value		Paid-In Capital			Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
BALANCE AT DECEMBER 31, 2022		37,949	$	4	$	98,994		$	(116,210	)	$	(103	)	$	(17,315	)
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes		2		-		(1	)		-			-			(1	)
Fair value of liability classified warrants issued		-		-		879			-			-			879
Stock-based compensation		-		-		105			-			-			105
Net loss		-		-		-			(5,946	)		(18	)		(5,964	)
BALANCE AT JUNE 30, 2023		37,951	$	4	$	99,977		$	(122,156	)	$	(121	)	$	(22,296	)
Balance		37,951	$	4	$	99,977		$	(122,156	)	$	(121	)	$	(22,296	)

	Six Months Ended June 30, 2022
	AgeX’s Stockholders’ Deficit
	Common Stock				Additional									Total
	Number of Shares		Par Value		Paid-In Capital			Accumulated Deficit			Noncontrolling Interest			Stockholders’ Deficit
BALANCE AT DECEMBER 31, 2021		37,941	$	4	$	93,912		$	(105,748	)	$	(43	)	$	(11,875	)
Balance		37,941	$	4	$	93,912		$	(105,748	)	$	(43	)	$	(11,875	)
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes		4		-		(2	)		-			-			(2	)
Issuance of warrants		-		-		178			-			-			178
Fair value of liability classified warrants issued		-		-		3,325			-			-			3,325
Stock-based compensation		-		-		437			-			-			437
Net loss		-		-		-			(5,324	)		(1	)		(5,325	)
BALANCE AT JUNE 30, 2022		37,945	$	4	$	97,850		$	(111,072	)	$	(44	)	$	(13,262	)
Balance		37,945	$	4	$	97,850		$	(111,072	)	$	(44	)	$	(13,262	)

See accompanying notes to these condensed consolidated interim financial statements.

AGEX THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	2023			2022
	Six Months Ended June 30,
	2023			2022
OPERATING ACTIVITIES:
Net loss attributable to AgeX	$	(5,946	)	$	(5,324	)
Net loss attributable to noncontrolling interest		(18	)		(1	)
Adjustments to reconcile net loss attributable to AgeX to net cash used in operating activities:
Change in fair value of warrants		35			255
Amortization of intangible assets		65			66
Amortization of debt issuance costs		1,976			1,355
Stock-based compensation		105			437
Changes in operating assets and liabilities:
Accounts and grants receivable		(2	)		13
Prepaid expenses and other current assets		721			614
Interest on convertible note receivable		(204	)		-
Accounts payable and accrued liabilities		(96	)		(207	)
Related party payables		186			65
Insurance premium liability		(711	)		(653	)
Other current liabilities		5			(2	)
Net cash used in operating activities		(3,884	)		(3,382	)

INVESTING ACTIVITIES:
Cash advanced on convertible note receivable		(10,000	)		-
Net cash used in investing activities		(10,000	)		-

FINANCING ACTIVITIES:
Drawdown on loan facilities from Juvenescence		13,500			3,500
Net cash provided by financing activities		13,500			3,500

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(384	)		118

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
At beginning of the period		695			634

SEC Form 10-Q filed by AgeX Therapeutics Inc.