ser-20250930

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 September 30, 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 November 10, 2025 was 10,664,064, par value $0.0001 per share.

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SERINA 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	29
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
	Item 4.	Controls and Procedures	38

Part II – OTHER INFORMATION
	Item 1.	Legal Proceedings	40
	Item 1A.	Risk Factors	40
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
	Item 3.	Default Upon Senior Securities	44
	Item 4.	Mine Safety Disclosures	44
	Item 5.	Other Information	45
	Item 6.	Exhibits	45

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Forward-Looking Statements

This Quarterly 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 Consolidated Financial Statements, under Risk Factors in this Report, those incorporated by reference in the section titled “Risk Factors" in our Annual Report on Form 10-K and our other periodic reports and documents filed from time to time 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.

The description or discussion, in this Report, 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.

As used herein, otherwise stated or the context otherwise requires, as used herein, references to "Serina," the "Company," "we," "our," "us" or similar terms refer to Serina Therapeutics, Inc. and its subsidiaries.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

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SERINA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amounts)


	September 30, 2025		December 31, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	8,620	$	3,672


Prepaid expenses and other current assets	2,877		2,004
Total current assets	11,497		5,676

Property and equipment, net	580		501
Right of use assets - operating leases	312		461
Right of use assets - finance leases	—		86
Other long-term prepaid assets	24		—
TOTAL ASSETS	$	12,413	$	6,724

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,731	$	744
Accrued expenses	1,144		1,429


Warrant liability	1,676		—
Convertible Note, net	2,888		—
Other current liabilities	350		193
Total current liabilities	8,789		2,366

Warrant liability, non-current	1,882		3,582
Operating lease liabilities, net of current portion	148		268

TOTAL LIABILITIES	10,819		6,216



Stockholders’ equity:
Series A convertible preferred stock, $0.0001 par value, 5,000 shares authorized; 965 and no shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively; Liquidation preference of $5,000 and zero at September 30, 2025 and December 31, 2024, respectively	4,940		—
Common stock, $0.0001 par value, 40,000 shares authorized; and 10,543 and 9,422 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	1		1
Additional paid-in capital	56,987		44,958
Accumulated other comprehensive loss	(4)		—
Accumulated deficit	(60,164)		(44,318)
Total Serina Therapeutics, Inc. stockholders’ equity	1,760		641
Noncontrolling interest	(166)		(133)
Total stockholders’ equity	1,594		508
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,413	$	6,724

See accompanying notes to these condensed consolidated interim financial statements.

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SERINA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
REVENUES
Grant revenues	$	—	$	14	$	130	$	70
Total revenues	—		14		130		70

OPERATING EXPENSES
Research and development	3,651		2,415		9,754		5,115
General and administrative	2,741		2,911		8,191		6,454
Total operating expenses	6,392		5,326		17,945		11,569

Loss from operations	(6,392)		(5,312)		(17,815)		(11,499)

OTHER INCOME, NET
Interest expense	(6)		(16)		(15)		(509)
Change in fair value of convertible promissory notes	—		—		—		(7,017)
Change in fair value of warrants	1,044		6,669		1,076		10,385

Gain on warrants expiration	724		—		724		—
Other income, net	35		42		151		185
Total other income, net	1,797		6,695		1,936		3,044

NET (LOSS) INCOME	(4,595)		1,383		(15,879)		(8,455)
Net loss attributable to noncontrolling interest	10		27		33		54
NET (LOSS) INCOME ATTRIBUTABLE TO SERINA THERAPEUTICS, INC.	$	(4,585)	$	1,410	$	(15,846)	$	(8,401)

NET (LOSS) INCOME	$	(4,595)	$	1,383	$	(15,879)	$	(8,455)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment	(4)		-		(4)		-
COMPREHENSIVE LOSS	(4,599)		1,383		(15,883)		(8,455)
Comprehensive loss attributable to noncontrolling interest	10		27		33		54
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO SERINA THERAPEUTICS, INC.	$	(4,589)	$	1,410	$	(15,850)	$	(8,401)

NET (LOSS) INCOME PER COMMON SHARE:
BASIC	$	(0.45)	$	0.16	$	(1.60)	$	(1.24)
DILUTED	$	(0.45)	$	0.13	$	(1.60)	$	(1.24)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC	10,339		8,851		10,032		6,774
DILUTED	10,339		10,751		10,032		6,774

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See accompanying notes to these condensed consolidated interim financial statements.

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SERINA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Series A Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive (Loss)		Accumulated Deficit		Noncontrolling Interest		Total Stockholders’ Equity
	Number of Shares	Amount		Number of Shares	Par Value
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 Juvenescence, net of issuance costs of $84	—	—		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
Issuance of common stock upon exercise of stock options	—	—		42	—		1		—		—		—		1
Issuance of Series A Convertible Preferred Stock, net of issuance costs of $60	965	4,940		—	—		—		—		—		—		4,940
Issuance of common stock under at-the-market sales agreement, net of issuance costs of $114	—	—		124	—		629		—		—		—		629
Issuance of common stock to consultant for services rendered	—	—		42	—		60		—		—		—		60
Release of restricted stock units to consultant for services rendered	—	—		5	—		29		—		—		—

SEC Form 10-Q filed by Serina Therapeutics Inc.