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Serina Therapeutics (NYSE American: SER) revises CEO contract terms and severance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Serina Therapeutics, Inc. entered into an Amended and Restated Employment Agreement with Chief Executive Officer Steve Ledger, providing an annual base salary of $500,000 and a target annual bonus equal to 50% of base salary, based on goals established by the Board of Directors.

For a termination by the company without Cause or a resignation for Good Reason outside a Change in Control, Ledger is entitled to 12 months of base salary, a prorated target bonus, and up to 12 months of reimbursed COBRA premiums, subject to signing and not revoking a release of claims.

If this type of termination occurs in connection with a Change in Control, he instead receives 1.5 times base salary, 1.5 times target annual bonus, a prorated target bonus, up to 18 months of COBRA reimbursement, and full accelerated vesting of then-unvested time-based equity awards. The agreement includes confidentiality, a two‑year post-termination non-competition covenant, 18‑month non-solicitation and no-hire restrictions, non-disparagement, and a Section 280G “best-net” reduction rather than an excise tax gross-up.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary $500,000 per year Annual base salary under the Amended and Restated Employment Agreement
Target annual bonus 50% of base salary Target bonus opportunity for CEO Steve Ledger
Standard severance period 12 months of base salary Payable upon termination without Cause or for Good Reason outside a Change in Control
COBRA reimbursement (standard) Up to 12 months COBRA premiums reimbursed after qualifying non-Change in Control termination
Change in Control salary multiple 1.5 times base salary Lump-sum severance following qualifying Change in Control termination
Change in Control bonus multiple 1.5 times target annual bonus Additional severance based on target bonus after qualifying Change in Control termination
COBRA reimbursement (Change in Control) Up to 18 months COBRA premiums reimbursed after qualifying Change in Control termination
Non-competition duration Two years Post-termination non-compete period in the CEO agreement
Change in Control regulatory
"If Mr. Ledger experiences a qualifying termination in connection with a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
COBRA premiums regulatory
"reimbursement of COBRA premiums for up to 18 months"
Section 280G regulatory
"payments or benefits that would constitute “parachute payments” under Section 280G"
parachute payments financial
"payments or benefits that would constitute “parachute payments” under Section 280G"
non-competition regulatory
"contains confidentiality, non-competition (two years following termination), non-solicitation"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What are the main compensation terms for Serina Therapeutics (SER) CEO Steve Ledger?
Steve Ledger receives an annual base salary of $500,000 and a target annual bonus equal to 50% of base salary. He also has previously granted stock options and remains eligible for additional equity awards at the Board’s discretion under the amended agreement.

What severance does Serina Therapeutics (SER) owe its CEO outside a Change in Control?
If terminated without Cause or he resigns for Good Reason outside a Change in Control, the CEO is entitled to 12 months of base salary, a prorated target bonus, and up to 12 months of reimbursed COBRA premiums, contingent on executing and not revoking a release of claims.

What benefits does the Serina Therapeutics (SER) CEO receive if terminated in connection with a Change in Control?
Upon a qualifying termination around a Change in Control, the CEO receives 1.5× base salary, 1.5× target annual bonus, a prorated target bonus, up to 18 months of COBRA reimbursement, and full accelerated vesting of then-unvested time-based equity awards, subject to a release of claims.

What restrictive covenants apply to the Serina Therapeutics (SER) CEO under the new agreement?
The agreement includes confidentiality, a two-year non-competition covenant following termination, and 18‑month non-solicitation and no-hire restrictions. It also contains non-disparagement provisions that continue after employment, aiming to protect Serina Therapeutics’ business and relationships.

How does Section 280G treatment work in Serina Therapeutics (SER) CEO Steve Ledger’s contract?
Any payments that qualify as parachute payments under Section 280G are subject to a “best-net” reduction. This means amounts are cut, if needed, to maximize Ledger’s after-tax value, and the agreement expressly provides no excise tax gross-up.

What happens to Serina Therapeutics (SER) CEO equity awards in a Change in Control?
In a Change in Control, Serina Therapeutics will cause outstanding CEO equity awards to be assumed, continued, or substituted by the successor or surviving entity. Upon a qualifying Change in Control termination, his then-unvested time-based equity awards fully accelerate and vest.
0001708599false00017085992026-07-192026-07-19

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): July 19, 2026
Serina Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-3851982-1436829
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading SymbolName of exchange on which registered
Common Stock, par value $0.0001 per shareSERNYSE 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 ☐
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. ☐




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 19, 2026, Serina Therapeutics, Inc. (the “Company”), together with its subsidiary Serina Therapeutics (AL), Inc., entered into an Amended and Restated Employment Agreement (the “A&R Employment Agreement”) with Steve Ledger, the Company’s Chief Executive Officer. The A&R Employment Agreement amends and restates in its entirety the Employment Agreement among the parties dated September 9, 2024.
Under the A&R Employment Agreement, Mr. Ledger will receive an annual base salary of $500,000 and will be eligible for a target annual bonus equal to 50% of his base salary based on the achievement of annual goals established by the Board of Directors. The A&R Employment Agreement also reflects Mr. Ledger’s previously granted stock options and provides that he remains eligible to receive additional equity awards in the discretion of the Board.
If Mr. Ledger’s employment is terminated by the Company without Cause or he resigns for Good Reason (each as defined in the A&R Employment Agreement), other than in connection with a Change in Control (as defined in the A&R Employment Agreement), and subject to his execution and non-revocation of a release of claims, he will be entitled to (i) 12 months of his then-current base salary plus a pro-rated annual bonus based on his target annual bonus, payable in a lump sum within 60 days after termination, and (ii) reimbursement of COBRA premiums for up to 12 months.
If Mr. Ledger experiences a qualifying termination in connection with a Change in Control (a termination by the Company without Cause or a resignation for Good Reason occurring during the period beginning three months before, and ending 12 months after, the consummation of a Change in Control), and subject to his execution and non-revocation of a release of claims, he will instead be entitled to (i) an amount equal to 1.5 times his then-current base salary, (ii) an amount equal to 1.5 times his target annual bonus, (iii) a pro-rated annual bonus based on his target annual bonus, in each case payable in a lump sum within 60 days after termination, (iv) reimbursement of COBRA premiums for up to 18 months, and (v) full accelerated vesting of his then-unvested time-based equity awards. The A&R Employment Agreement further provides that, in connection with any Change in Control, the Company will cause Mr. Ledger’s outstanding equity awards to be assumed, continued, or substituted by the successor or surviving entity.
Any payments or benefits that would constitute “parachute payments” under Section 280G of the Internal Revenue Code are subject to a “best-net” reduction, with no excise tax gross-up. In the event of Mr. Ledger’s death or disability, he (or his estate) will be entitled to accrued and vested amounts, a pro-rated annual bonus based on his target annual bonus, and reimbursement of COBRA premiums for up to 12 months. The A&R Employment Agreement also contains confidentiality, non-competition (two years following termination), non-solicitation and no-hire (18 months following termination), and non-disparagement covenants.
The foregoing description of the A&R Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits
Exhibit
Number
Description
10.1
Amended and Restated Employment Agreement, dated as of July 19, 2026, by and among Serina Therapeutics, Inc., Serina Therapeutics (AL), Inc., and Steve Ledger.
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: July 23, 2026By:/s/ Greg Curhan
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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