[8-K] Serina Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Serina Therapeutics (SER) reported results from its 2025 Annual Meeting held on November 7, 2025. A quorum was present.

Shareholders elected two directors: Steve Ledger (For: 4,165,885; Withheld: 93,287; Broker non-votes: 2,681,141) and Karen J. Wilson (For: 4,169,893; Withheld: 89,279; Broker non-votes: 2,681,141) to serve until the 2028 meeting.

Shareholders ratified Frazier & Deeter, LLC as independent auditor for 2025 (For: 6,544,850; Against: 377,827; Abstain: 17,636). They also approved the issuance of common stock in connection with the exercise of the Convertible Note and Warrants (For: 4,149,038; Against: 108,481; Abstain: 1,653; Broker non-votes: 2,681,141).

Insights

Corporate Governance Analyst

Routine governance items passed; share issuance for a convertible note and warrants approved, enabling potential dilution if exercised.

Serina Therapeutics, Inc. reported results from its November 7, 2025 annual meeting. Two directors—Steve Ledger and Karen J. Wilson—were elected, and Frazier & Deeter, LLC was ratified as auditor for fiscal 2025. These are standard governance outcomes that maintain board continuity and audit oversight.

The notable item is approval to issue common stock tied to a Convertible Note and Warrants. This authorization permits the company to deliver shares if holders convert or exercise. That can expand the share count when those instruments are used. Approval levels were strong, with far more votes "For" than "Against" on the issuance proposal, indicating broad consent to proceed under the instruments’ terms.

What it means: governance stability continues, and the company now has shareholder authorization to satisfy potential conversions/exercises. Why it matters: conversions or warrant exercises would increase outstanding shares, affecting ownership percentages. Watch subsequent filings after November 7, 2025 for any actual issuances under the Convertible Note and Warrants, and for updates to outstanding share counts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 7, 2025

Serina Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-38519

82-1436829

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

(Address of principal executive offices)

(256) 327-9630

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 pursuant to Section 13(a) of the Exchange Act. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Board of Directors of Serina Therapeutics, Inc. (the “Company”) held the Company’s 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) on November 7, 2025. A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1

Election of Two Directors

Voting results for the election of directors were as follows:

Nominees			For			Withheld			Broker Non-Votes
Steve Ledger			4,165,885			93,287			2,681,141
Karen J. Wilson			4,169,893			89,279			2,681,141

Accordingly, both of the Company’s nominees were elected to serve as directors of the Company until the 2028 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified.

Proposal 2

Ratification of the Appointment of Auditors

Ratification of the appointment of Frazier & Deeter, LLC as the Company’s independent registered public accounting firm for the 2025 fiscal year was approved by the following vote:

For			Against			Abstain			Broker Non-Votes
6,544,850			377,827			17,636			—

Proposal 3

Approval of the Convertible Note and Warrants Proposal

As described in the Company’s Proxy Statement, the issuance of common stock in connection with the exercise of the Convertible Note and Warrants was approved by the following vote:

For			Against			Abstain			Broker Non-Votes
4,149,038			108,481			1,653			2,681,141

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SERINA THERAPEUTICS, INC.
Date: November 12, 2025			By:			/s/ Steve Ledger
						Chief Executive Officer

FAQ

What did Serina Therapeutics (SER) vote on at the 2025 Annual Meeting?

Election of two directors, ratification of the 2025 auditor, and approval of issuing common stock linked to the Convertible Note and Warrants.

Who was elected to Serina Therapeutics’ board and with what votes?

Steve Ledger received 4,165,885 For and 93,287 Withheld; Karen J. Wilson received 4,169,893 For and 89,279 Withheld; each had 2,681,141 broker non-votes.

Was the auditor ratified for Serina Therapeutics (SER)?

Yes. Frazier & Deeter, LLC was ratified for 2025 with 6,544,850 For, 377,827 Against, and 17,636 Abstain.

Did shareholders approve the Convertible Note and Warrants proposal?

Yes. The issuance of common stock in connection with their exercise was approved with 4,149,038 For, 108,481 Against, and 1,653 Abstain, plus 2,681,141 broker non-votes.

What is the trading symbol and exchange for Serina Therapeutics?

The common stock trades on the NYSE American under the symbol SER.

How long will the newly elected directors serve?

They will serve until the 2028 Annual Meeting of Stockholders or until successors are appointed, elected, and qualified.