Serina Therapeutics (NYSE American: SER) expands bylaws on conflicts and forum

Rhea-AI Filing Summary

Serina Therapeutics, Inc. reported that its Board of Directors amended the company’s Amended and Restated Bylaws on August 18, 2025. The changes add safe harbor procedures for company actions or transactions where directors, officers, controlling stockholders, or control groups have interests or relationships that could make them “interested” or not independent for that matter. The amendment also supplements the existing forum selection clause in the certificate of incorporation, extending it to stockholder claims, when acting as stockholders or on behalf of the corporation, that relate to the company’s business, affairs, or the rights or powers of the company, its stockholders, directors, or officers.

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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): August 18, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 18, 2025, the Board of Directors of Serina Therapeutics, Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”) to (i) provide a number of safe harbor procedures for acts or transactions involving the Company in which one or more directors or officers as well as controlling stockholders and members of control groups have interests or relationships that might render them interested or not independent with respect to the act or transaction and (ii) supplement the forum selection clause in Section 9.2 of the Company’s Amended and Restated Certificate of Incorporation to expand the coverage of the forum selection clause to include claims of stockholders, when acting in their capacity as stockholders or in the right of the corporation, if such claims relate to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors or officers.

The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
3.1						Second Amendment to Amended and Restated Bylaws of Serina Therapeutics, Inc.
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: August 22, 2025			By:			/s/ Gregory S. Curhan
						Chief Financial Officer

FAQ

What did Serina Therapeutics (SER) change in its bylaws on August 18, 2025?

On August 18, 2025, Serina Therapeutics amended its Amended and Restated Bylaws to add safe harbor procedures for company acts or transactions involving interested directors, officers, controlling stockholders, or control groups, and to expand its forum selection clause for certain stockholder claims.

How do the new safe harbor procedures at Serina Therapeutics (SER) work?

The amendment adds a number of safe harbor procedures for acts or transactions in which one or more directors, officers, controlling stockholders, or members of control groups have interests or relationships that might render them interested or not independent with respect to that act or transaction.

What forum selection changes did Serina Therapeutics (SER) adopt?

The bylaws amendment supplements the forum selection clause in Section 9.2 of the Amended and Restated Certificate of Incorporation so that it now covers stockholder claims, when they act as stockholders or in the right of the corporation, if those claims relate to the corporation’s business, conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors, or officers.

Does the Serina Therapeutics (SER) 8-K include the full text of the bylaw amendment?

The report states that the description of the Bylaws Amendment is qualified in its entirety by reference to the full text, which is attached as Exhibit 3.1 titled “Second Amendment to Amended and Restated Bylaws of Serina Therapeutics, Inc.”

Who signed the Serina Therapeutics (SER) bylaw amendment 8-K?

The filing was signed on behalf of Serina Therapeutics, Inc. by Gregory S. Curhan, who is identified as the company’s Chief Financial Officer.