ser-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2025


			o			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

Serina 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.)

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (256) 327-9630

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.0001 per share

SER

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. x Yes o 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). x Yes o 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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

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. o

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

The number of shares common stock outstanding as of May 6, 2025 was 9,967,381, par value $0.0001 per share.


			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	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4.	Controls and Procedures	30

Part II – OTHER INFORMATION
	Item 1.	Legal Proceedings	32
	Item 1A.	Risk Factors	32
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
	Item 3.	Default Upon Senior Securities	32
	Item 4.	Mine Safety Disclosures	32
	Item 5.	Other Information	32
	Item 6.	Exhibits	33


	March 31, 2025		December 31, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,267	$	3,672

Prepaid expenses and other current assets	1,487		2,004
Total current assets	5,754		5,676

Property and equipment, net	484		501
Right of use assets - operating leases	412		461
Right of use assets - finance leases	81		86

TOTAL ASSETS	$	6,731	$	6,724

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,188	$	744
Accrued expenses	979		1,429


Other current liabilities	185		193
Total current liabilities	2,352		2,366

Warrant liability	2,593		3,582
Operating lease liabilities, net of current portion	227		268

TOTAL LIABILITIES	5,172		6,216



Stockholders’ equity:

Common stock, $0.0001 par value, 40,000 shares authorized; and 9,932 and 9,422 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	1		1
Additional paid-in capital	50,831		44,958
Accumulated deficit	(49,131)		(44,318)
Total Serina Therapeutics, Inc. stockholders’ equity	1,701		641
Noncontrolling interest	(142)		(133)
Total stockholders’ equity	1,559		508
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,731	$	6,724


	Three months ended March 31,
	2025		2024
REVENUES
Grant revenues	$	—	$	5
Total revenues	—		5

OPERATING EXPENSES
Research and development	2,951		1,106
General and administrative	2,907		1,220
Total operating expenses	5,858		2,326

Loss from operations	(5,858)		(2,321)

OTHER INCOME (EXPENSE), NET
Interest expense	—		(186)
Change in fair value of convertible promissory notes	—		(7,017)
Change in fair value of warrants	989		(5,578)
Other income, net	47		87
Total other income (expense), net	1,036		(12,694)

NET LOSS	(4,822)		(15,015)
Net loss attributable to noncontrolling interest	9		—

NET LOSS ATTRIBUTABLE TO SERINA THERAPEUTICS, INC.	$	(4,813)	$	(15,015)

NET LOSS PER COMMON SHARE:
BASIC AND DILUTED	$	(0.49)	$	(5.38)


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC AND DILUTED	9,756		2,790


	Common Stock		Additional Paid-In Capital							Total Stockholders’ Equity
		Number of Shares			Par Value			Accumulated Deficit				Noncontrolling Interest
BALANCE AT DECEMBER 31, 2024		9,422	$	1		$	44,958	$	(44,318)	$	(133)		$	508
Issuance of common stock upon exercise of stock options		10	—			1		—		—			1
Issuance of common stock to Juvenscence, net of issuance costs		500	—			4,916		—		—			4,916
Stock-based compensation		—	—			956		—		—			956
Net loss		—	—			—		(4,813)		(9)			(4,822)
BALANCE AT MARCH 31, 2025		9,932	$	1		$	50,831	$	(49,131)	$	(142)		$	1,559


	Redeemable Preferred Stock			Common Stock			Additional Paid-In Capital						Total Stockholders’ Deficit
	Number of Shares	Amount		Number of Shares	Par Value				Accumulated Deficit		Noncontrolling Interest
BALANCE AT DECEMBER 31, 2023	3,438	$	36,404	2,410	$	—	$	883	$	(33,177)	—		$	(32,294)
Issuance of common stock upon exercise of stock options	—	—		65	—		4		—		—		4
Issuance of common stock upon conversion of preferred stock	(3,438)	(36,404)		3,438	1		36,403		—		—		36,404
Issuance of common stock to AgeX stockholders and conversion of AgeX-Serina Note upon consummation of Merger	—	—		2,501	—		961		—		—		961
Deemed dividend from issuance of warrants	—	—		—	—		(18,501)				—		(18,501)
Stock-based compensation	—	—		—	—		53		—		—		53
Net loss	—	—		—	—		—		(15,015)		—		(15,015)
BALANCE AT MARCH 31, 2024	—	$	—	8,414	$	1	$	19,803	$	(48,192)	$	—	$	(28,388)


Total AgeX shares outstanding prior to Merger			2,500,612
Shares issued to Legacy Serina stockholders			5,913,277
Total shares outstanding			8,413,889


Cash and cash equivalents	$	337
Other current assets	174
Intangible assets	576
Accounts payable and accrued expenses	(2,830)
Loan payable to Juvenescence	(8,017)
Net liabilities acquired	$	(9,760)
Conversion of AgeX-Serina Note	10,721
Total	$	961


	March 31, 2025		December 31, 2024
Prepaid technology access fee	$	1,000	$	1,333
Other prepaid expenses	332		402
Prepaid insurance	5		192
Other current assets	150		77
Total prepaid expenses and other current assets	$	1,487	$	2,004


	March 31, 2025		December 31, 2024
Equipment	$	966	$	966
Software	136		136
Total property and equipment, gross	1,102		1,102
Less: accumulated depreciation and amortization	(618)		(601)
Total property and equipment, net	$	484	$	501


	March 31, 2025		December 31, 2024
Accrued severance	$	125	$	304
Accrued compensation	285		559
Research program and services	205		329
Other accrued expenses	364		237
Total accrued expenses	$	979	$	1,429


	Three months ended March 31,
	2025	2024
Expected volatility	74.3% -85.5%	102.3% - 112.8%
Expected term (in years)	0.3 - 3.0	1.3 - 4.0
Risk-free interest rate	3.9% - 4.3%	4.3% - 4.9%
Expected dividend yield	0.00%	0.00%


	Post-Merger Warrants	Incentive Warrants	Replacement Incentive Warrants	Total
Balance at December 31, 2024	367	378	756	1,500
Warrants issued	—	—	—	—
Warrants exercised	—	—	—	—
Balance at March 31, 2025	367	378	756	1,500


	March 31, 2025			December 31, 2024
Operating lease
Right-of-use assets	$	862		$	862
Accumulated Amortization	(450)			(401)
Right-of-use asset, net	$	412		$	461

Right-of-use lease liability, current	$	185		$	192
Right-of-use lease liability, noncurrent	227			268
Total operating lease liabilities	$	412		$	460

Finance leases
Right-of-use assets	$	163		$	163
Accumulated Amortization	(82)			(77)
Right-of-use asset, net	$	81		$	86

Right-of-use lease liability, current	$	—		$	1
Right-of-use lease liability, noncurrent	—			—
Total finance lease liabilities	$	—		$	1

Weighted average remaining lease term
Operating lease	2.36 years			2.53 years
Finance leases	—			0.16 years

Weighted average discount rate
Operating lease	6.67		%	6.67		%
Finance leases	6.67		%	6.67		%


	Operating Leases
Nine months ending December 31, 2025	$	147
Year ending December 31, 2026	159
Year ending December 31, 2027	117
Year ending December 31, 2028	10

Total undiscounted lease payments	433
Less: imputed interest	(21)
Total lease obligations	412
Less: current portion	(185)
Long-term lease obligations	$	227


	Balance at March 31, 2025		Level 1		Level 2		Level 3
Liabilities:
Warrant liability	$	2,593	$	—	$	—	$	2,593
Total	$	2,593	$	—	$	—	$	2,593


	Merger Warrants
Balance as of December 31, 2024	$	3,582
Change in fair value	(989)
Balance as of March 31, 2025	$	2,593

Balance as of December 31, 2023	$	—
Fair value at inception	18,501
Change in fair value	5,578
Balance as of March 31, 2024	$	24,079


	Three months ended March 31,
	2025		2024
Revenue	—		5
Less:
Research and development
Project specific (1)	1,540		—
Non-Project specific (2)	69		718
Compensation (3)	1,211		327
Infrastructure Management and Facilities	109		30
Depreciation	22		31
General and administrative
Professional and outside service fees (4)	1,214		853
Compensation (3)	1,611		315
Infrastructure Management and Facilities	82		51
Merger and Integration related	—		1
Total operating expenses	5,858		2,326
Loss from operations	(5,858)		(2,321)

Interest expense	—		(186)
Interest income	47		87
Other income, net	989		(12,595)
Segment and Consolidated Net Loss	$	(4,822)	$	(15,015)


	Three months ended March 31,				$ Increase/ (Decrease)
	2025		2024
REVENUES
Grant revenues	$	—	$	5	$	(5)


OPERATING EXPENSES
Research and development expenses	2,951

SEC Form 10-Q filed by Serina Therapeutics Inc.