Serina Therapeutics SEC Filings

Serina Therapeutics invites stockholders to its virtual Annual Meeting on November 7, 2025 at 11:00 a.m. Central Time to vote on electing two Class II directors, ratifying Frazier & Deeter, LLC as auditors, and approving a Convertible Note and Warrants Proposal under NYSE American rules. The Board set the record date as September 17, 2025. The proposal would permit issuance of up to $20 million of convertible notes convertible at $5.18 per share, with warrants issued equal to 100% of conversion shares at a $5.44 exercise price, and requires stockholder approval due to NYSE Rule 713. The Company previously sold Series A Preferred Stock for ~$5 million and disclosed related-party lending and asset-sale transactions involving Juvenescence and UniverXome. Dr. Gregory H. Bailey, a director, is a lender under the 2025 Convertible Note.

Serina Therapeutics will hold a virtual Annual Meeting on November 7, 2025 at 11:00 a.m. CT to elect two Class II directors (nominees Steve Ledger and Karen J. Wilson), ratify Frazier & Deeter, LLC as independent auditors, and seek shareholder approval under NYSE American rules for issuance of common stock related to the exercise of certain convertible notes and warrants. The company disclosed a September 9, 2025 unsecured convertible note facility of up to $20 million, convertible at $5.18 per share with accompanying warrants exercisable at $5.44 per share and warrant amounts equal to 100% of shares issuable on conversion. Executive pay disclosures include CEO Ledger's base salary of $450,000 (rising to $500,000 upon certain goals), a target annual incentive up to 50% of base salary, severance terms (12 months base salary if terminated without cause), CFO Curhan retained via consultant agreement at $650/hour, SVP Tenjarla base salary $375,000 plus a $25,000 signing bonus and 50% target bonus. The proxy describes committee compositions, Audit Committee oversight and independence, nomination procedures, and related-party and historical convertible-note transactions.

Moreadith Randall, Chief Scientific Officer of Serina Therapeutics (SER), exercised fully vested stock options and sold the underlying shares across two dates in late August 2025. On 08/25/2025 she exercised options to purchase 2,042 shares at an exercise price of $0.06 and sold those shares that day for a weighted average price of $5.65 (sales ranged $5.70–$5.65). On 08/26/2025 she exercised options to purchase 45,632 shares at $0.06 and sold them that day for a weighted average price of $7.01 (sales ranged $7.60–$6.70). The Form 4 indicates the transactions were made pursuant to a Rule 10b5-1 plan and notes that the stock options are fully vested.

Randall Moreadith, Chief Scientific Officer of Serina Therapeutics (SER), reported option exercises and immediate sales in August 2025. On 08/18/2025 she exercised 2,227 stock options at a $0.06 strike and sold the resulting shares at $5.25. On 08/20/2025 she exercised 2,077 stock options at $0.06 and sold those shares at $5.10. The filing states the stock options are fully vested. Table entries show derivative holdings after the transactions of 471,263 and 469,186 option-based underlying shares, reported as direct holdings. The reporting person signed the Form 4 on 08/20/2025.

Serina Therapeutics furnished a press release announcing its financial results for the quarter ended June 30, 2025. The current report states the press release is provided as Exhibit 99.1 and that the information is furnished, not filed, meaning it is not automatically incorporated by reference into other SEC filings.

This 8-K does not include the text of the financial results within the report itself; readers must consult Exhibit 99.1 for detailed revenue, expense, profitability or other performance metrics.