Serina Therapeutics (SER) files 10-K amendment to correct auditor consent

Rhea-AI Filing Summary

Serina Therapeutics, Inc. filed an Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to correct the independent auditor’s consent. The original Form 10-K included an incorrect version of Exhibit 23.1, and this amendment replaces it with the correct consent from Frazier & Deeter, LLC.

The company also filed new certifications from its chief executive officer and chief financial officer, as required for amended reports. As of March 18, 2026, Serina Therapeutics had 12,314,159 shares of common stock outstanding. All other disclosures from the original Form 10-K remain unchanged and continue to speak as of the original filing date.

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Park

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.0001 per share

SER

NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 x No o

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 x No o

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 has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed based on the closing price for such stock as reported on the NYSE American on June 30, 2025 (the last trading day of the registrant's second fiscal quarter of 2025) was $21.8 million.

As of March 18, 2026, there were outstanding 12,314,159 shares of common stock, par value $0.0001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed for the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Serina Therapeutics, Inc. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “Original 10-K”). Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, with respect to the calendar year ended December 31, 2025, to the Original 10-K (the “Auditor Consent”) inadvertently contained an incorrect version of the Auditor Consent. This Amendment is being filed to include the correct version of the Auditor Consent.

Accordingly, Exhibit 23.1 in Part IV, Item 15 of the Original 10-K has been amended and restated in its entirety to reflect this change. The Company is also providing new certifications from its principal executive officer and principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended.

Except as described above, The Company has not modified or updated any disclosures contained in the Original 10-K. Accordingly, this Amendment does not reflect events occurring after the date of filing of the Original 10-K and therefore continues to speak only as of the date of the Original 10-K.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following exhibits are filed herewith or incorporated by reference:

Incorporation By Reference

Exhibit Number

Description of Document

Form

SEC File No.

Exhibit

Filing Date

2.1†

Agreement and Plan of Merger and Reorganization, dated August 29, 2023, by and among AgeX Therapeutics, Inc., Canaria Transaction Corporation and Serina Therapeutics, Inc.

8-K

001-38519

2.1

8/30/2023

3.1

Amended and Restated Certificate of Incorporation of Serina Therapeutics, Inc.

8-K

001-38519

3.1

4/1/2024

3.2

Amended and Restated Bylaws of Serina Therapeutics, Inc., as amended for SEC filing purposes only

10-K

001-38519

3.2

3/25/2026

3.3

Certificate of Designations, dated April 10, 2025.

8-K

001-38519

3.1

4/14/2025

3.4

Certificate of Correction, dated May 22, 2025.

8-K

001-38519

3.1

5/22/2025

4.1

Form of Warrant included in Warrant Agreement dated February 14, 2022.

8-K

001-38519

4.1

2/15/2022

4.2

New Form of Warrant Agreement dated January 31, 2025.

10-K

001-38519

4.2

3/25/2026

4.3

Form of Warrant Agreement

8-K

001-38519

4.1

9/15/2025

10.1‡

Amendment to AgeX Therapeutics, Inc. 2017 Equity Incentive Plan

8-K

001-38519

10.1

12/12/2022

10.42‡

Form of Indemnification Agreement for Officers and Directors

8-K

001-38519

10.4

4/1/2024

10.3‡

Director Compensation Policy

8-K

001-38519

10.5

4/1/2024

10.4‡

AgeX Therapeutics, Inc. 2017 Equity Incentive Plan.

S-8

333-229432

99.1

1/30/2019

10.5‡

Form of AgeX Therapeutics, Inc. Employee Stock Option Agreement.

S-8

333-229432

99.2

1/30/2019

10.6‡

Form of AgeX Therapeutics, Inc. Non-Employee Director Stock Option Agreement.

S-8

333-229432

99.3

1/30/2019

10.7‡

Form of AgeX Therapeutics, Inc. Restricted Stock Agreement.

S-8

333-229432

99.4

1/30/2019

10.8‡

Form of AgeX Therapeutics, Inc. Restricted Stock Unit Agreement.

S-8

333-229432

99.5

1/30/2019

10.9‡

Amendment to AgeX Therapeutics, Inc. 2017 Equity Incentive Plan.

S-8

333-261997

99.1

1/4/2022

10.10‡

Serina Therapeutics Inc. 2024 Equity Incentive Plan.

8-K

001-38519

10.7

4/1/2024

10.11‡

Form of Stock Option Agreement

8-K

001-38519

10.8

4/1/2024

10.12‡

Executive Chairman Agreement, dated as of April 12, 2024, by and between Serina Therapeutics, Inc. and Balkrishan "Simba" Gill.

8-K

001-38519

10.1

4/17/2024

10.13‡

Employment Agreement, effective as of September 9, 2024, among Serina Therapeutics, Inc., Serina Therapeutics (AL), Inc. and Steve Ledger.

8-K

001-38519

10.1

9/12/2024

10.14‡

Employment Agreement, dated as of July 15, 2024, by and between Serina Therapeutics, Inc. and Srini Tenjarla.

10-Q

001-38519

10.2

11/12/2024

10.15‡

Confidential Consulting Agreement, dated as of May 31, 2024, by and between Serina Therapeutics, Inc. and FLG Partners, LLC

10-Q

001-38519

10.3

11/12/2024

10.16

Convertible Note, dated as of September 9, 2025, between Serina Therapeutics, Inc. and Gregory Bailey.

8-K

001-38519

10.1

9/15/2025

16.1

Letter of WithumSmith+Brown, PC to the Securities and Exchange Commission, dated May 3, 2024

8-K

001-38519

16.1

5/3/2024

19.1

Serina Therapeutics, Inc. Insider Trading Policy

10-K

001-38519

19.1

3/24/2025

21.1

List of Subsidiaries

10-K

001-38519

21.1

3/25/2026

23.1*

Consent of Frazier & Deeter, LLC

31.1*

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

31.2*

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

32**

Section 1350 Certification

97.1

Serina Therapeutics, Inc. Clawback Policy

10-K

001-38519

19.1

3/24/2025

101.INS*

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH*

Inline XBRL Taxonomy Extension Schema

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_______________________________________________________________

*Filed herewith.

**Furnished herewith.

#Confidential treatment has been granted with respect to portions of this exhibit (indicated by asterisks) and those portions have been separately filed by Lineage Cell Therapeutics, Inc. with the Securities and Exchange Commission.

†Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.

‡Management contract or compensatory plan.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 27, 2026

			SERINA THERAPEUTICS, INC.
			By:			/s/ Steve Ledger
						Steve Ledger Chief Executive Officer

Signature

Title

Date

/s/ Balkrishan (Simba) Gill

Executive Chairman of the Board of Directors

March 27, 2026

Balkrishan (Simba) Gill, Ph.D

/s/ Steve Ledger

Chief Executive Officer and Director

March 27, 2026

Steve Ledger

(Principal Executive Officer)

/s/ Gregory S. Curhan

Chief Financial Officer

March 27, 2026

Gregory S. Curhan

(Principal Financial and Accounting Officer)

/s/ Gregory H. Bailey

Director

March 27, 2026

Gregory H. Bailey, M.D.

/s/ Stephen Brannan

Director

March 27, 2026

Stephen Brannan, M.D.

/s/ Richard Marshall

Director

March 27, 2026

Richard Marshall, CBE, M.D., Ph.D.

/s/ Jay Venkatesan

Director

March 27, 2026

Jay Venkatesan, M.D.

/s/ Karen J. Wilson

Director

March 27, 2026

Karen J. Wilson

FAQ

What does Serina Therapeutics (SER) change with this 10-K/A amendment?

The amendment corrects the independent auditor’s consent included with Serina’s original 2025 annual report. It replaces the incorrect Exhibit 23.1 with the proper consent and adds updated CEO and CFO certifications, while leaving all other disclosures unchanged.

Why did Serina Therapeutics file an Amendment No. 1 to its 2025 annual report?

Serina filed Amendment No. 1 because the auditor consent attached to the original 2025 Form 10-K was incorrect. The updated filing includes the correct consent from Frazier & Deeter, LLC and refreshed officer certifications required for an amended report.

Does the Serina Therapeutics 10-K/A change any 2025 financial or business disclosures?

The amendment states that no other disclosures from the original 2025 Form 10-K were modified or updated. It focuses solely on correcting the auditor consent exhibit and providing new chief executive officer and chief financial officer certifications, with all other sections unchanged.

How many Serina Therapeutics common shares were outstanding as of March 18, 2026?

As of March 18, 2026, Serina Therapeutics had 12,314,159 shares of common stock outstanding. This figure provides a current share count reference around the time of the amendment but does not itself represent any new issuance or corporate action.

What type of company is Serina Therapeutics and where is it based?

Serina Therapeutics, Inc. is a Delaware corporation with common stock listed on the NYSE American under the symbol SER. Its principal executive offices are located at 601 Genome Way, Suite 2001, Huntsville, Alabama 35806, with a listed telephone number of (256) 327-9630.

What is Serina Therapeutics’ filer and reporting status under SEC rules?

Serina is classified as a non-accelerated filer and a smaller reporting company under SEC rules. It indicated that it had filed all required periodic reports and interactive data files during the preceding 12 months and remains subject to those reporting requirements.