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Serina Therapeutics (SER) lines up $30M private placement plus $33.3M warrant upside

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Rhea-AI Filing Summary

Serina Therapeutics, Inc. entered into a private placement led by director Greg Bailey to raise up to $30 million through common stock and pre-funded warrants priced at $2.25 per share. The first tranche of $15 million closed around March 20, 2026, with a second tranche of up to $15 million anticipated by April 30, 2026.

Investors also receive redeemable warrants covering 50% of purchased shares at an exercise price of $5.00 per share and a four-year term, which, if fully exercised, could add up to $33.3 million in proceeds. Proceeds are intended to fund the SER‑252 Phase 1b registrational study for advanced Parkinson’s disease and related milestones. In connection with the financing, Greg Bailey will serve as Co‑Chairman of the Board, and investors gain the right to designate an additional non‑executive director once specified funding thresholds are met, while certain note funding obligations under an existing senior unsecured convertible promissory note have been removed.

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Serina secures staged private funding with warrant upside and governance shifts.

Serina Therapeutics has arranged a private placement led by existing director Greg Bailey, targeting up to $30 million in equity and pre-funded warrants. An initial $15 million tranche has closed, with a second tranche of up to $15 million contingent on customary closing conditions.

The deal includes 50% warrant coverage at $5.00 per share, potentially adding up to $33.3 million in future proceeds if exercised. This structure links additional capital to future share price performance and clinical milestones, while also amending a prior senior unsecured convertible note to eliminate further funding obligations under that note.

Governance features include Bailey’s appointment as Co‑Chairman and investor rights to designate an extra non‑executive director once funding thresholds from non‑lead investors are met. These rights persist while investors beneficially own at least half of the securities issued in the private placement, excluding shares issuable upon exercise of the redeemable warrants.

0001708599false12/3100017085992026-03-172026-03-17

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): March 17, 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 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 1.01.    Entry into a Material Definitive Agreement.

On March 17, 2026, Serina Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Greg Bailey, as lead investor, and certain other investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), shares of its common stock, par value $0.0001 per share (the “Common Stock”), pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) redeemable warrants to purchase shares of Common Stock (the “Redeemable Warrants” and, together with the Common Stock and the Pre-Funded Warrants, the “Securities”). The purchase price for the Securities in the Private Placement is $2.25 per share of Common Stock (or $2.2499 per Pre-Funded Warrant, reflecting a $0.0001 exercise price).

Each Investor will also receive a Redeemable Warrant to purchase a number of shares of Common Stock equal to 50% of the shares purchased (including shares underlying Pre-Funded Warrants), at an exercise price of $5.00 per share, a four-year term, and customary beneficial ownership limitations. The Redeemable Warrants are not exercisable until six months after the date of the Purchase Agreement. The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Redeemable Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

The Company has the right to call the Redeemable Warrants, in whole or in part, for redemption at a price of $0.01 per underlying share of Common Stock on the earlier of (i) 30 days after the dosing of the first patient in Cohort 2 of the Company’s SER-252 Phase 1b single-ascending dose (SAD) clinical study or (ii) September 30, 2026, provided that the closing price of the Common Stock reported equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the business day prior to the date on which the notice of redemption is sent. Holders of Redeemable Warrants will have 30 days to exercise the Redeemable Warrants subject to any such call by the Company.

The Purchase Agreement provides that at the initial closing on or before March 20, 2026, Investors would purchase at least an aggregate of $15.0 million of Securities, with one or more additional closings for aggregate gross proceeds of at least $5.0 million and up to $15.0 million to be funded within 20 days after the initial closing, with the lead investor obligated to backstop such amount, subject to syndication. Any additional amounts may be funded within a subsequent 20-day period.

As of March 20, 2026, Investors funded the full $15.0 million of the first closing.

As a condition to the initial closing, the Company and the holders of its outstanding Senior Unsecured Convertible Promissory Note, dated September 9, 2025, entered into an amendment of such note, effective upon the initial closing, removing any further obligations to borrow or loan funds under the Note.

Notwithstanding anything in the Purchase Agreement to the contrary, the Company will not issue shares of Common Stock to Dr. Bailey in the Private Placement unless and until the Company first obtains stockholder approval in accordance with the rules of the NYSE American. The Company has agreed to seek such stockholder approval at the next annual meeting of its stockholders following the initial closing and, if such approval is not obtained at such annual meeting, the Company shall call subsequent stockholder meetings approximately every ninety (90) days thereafter until such stockholder approval is obtained.

Registration Rights Agreement

In connection with each closing, the Company will enter into a registration rights agreement with the Investors providing for the resale registration of the shares of Common Stock issued or issuable in the Private Placement. The registration rights agreement provides that the Company will file a registration statement covering the resale of all of the registrable securities (as defined in the registration rights agreement) with the Securities and Exchange Commission (the "SEC") no later than the 45th calendar day following the date on which at least $20 million of the Securities have been sold, and have the registration statement declared effective by the SEC as promptly as practicable after the filing thereof, but no later than the 90th date following the filing of the registration statement in the event of a "full review" by the SEC. All fees and expenses incident to the performance of or compliance with the registration rights agreement by the Company will be borne by the Company, whether or not any Securities are sold pursuant to a registration statement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and related transaction documents, forms of which are expected to be filed as exhibits.




Relationships between the Company and Gregory H. Bailey, M.D.

Juvenescence Limited and its affiliates (“Juvenescence”) are the largest holder of the Company’s Common Stock and have appointed Gregory H. Bailey, M.D. as a designee to the Company’s Board of Directors. Additional information about the relationships among the Company, Juvenescence, and Mr. Bailey is provided under Note 5, Related Party Transactions, in the Notes to Condensed Consolidated Interim Financial Statements in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, which description is hereby incorporated by reference.

Because of the relationships among the Company, Juvenescence, and Mr. Bailey, in considering the Purchase Agreement, the Company’s Board of Directors established and delegated to a special committee comprised solely of independent and disinterested directors (the “Special Committee”) the power and authority to evaluate, negotiate and approve, or decline to approve, the Purchase Agreement and the related transactions. On March 13, 2026, the Special Committee approved the execution and delivery by the Company of the Purchase Agreement and the related transaction documents.

The Private Placement is being conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder.

Item 3.02.    Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above are incorporated by reference into this item 3.02.

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

In connection with the Purchase Agreement described in Item 1.01 above, effective upon the closing of the initial tranche of the private placement, Mr. Bailey, as a current member of the Company’s Board of Directors (the “Board”), was appointed as Co-Chairman of the Board, to serve alongside the current Executive Chairman, Balkrishan “Simba” Gill.

Pursuant to the Securities Purchase Agreement, the Company has agreed to take all necessary actions to effect such appointment and to amend its bylaws to provide for co-chairmen of the Board, with each co-chairman having the same rights and responsibilities. Mr. Bailey will serve as Co-Chairman until the earliest of (i) his resignation, (ii) his departure from the Board, (iii) his removal for cause by a majority of the Board, or (iv) the Investors ceasing to beneficially own at least a specified percentage of the securities issued in the private placement.

Mr. Bailey’s appointment as Co-Chairman is being made pursuant to the terms of the Purchase Agreement. There are no compensatory arrangements in connection with his service as Co-Chairman other than any standard director compensation arrangements of the Company.

The Purchase Agreement also provides that, upon the earlier to occur of (i) the first closing, provided that at least $5.0 million of such closing is funded by investors other than the lead investor and any other holder of the Company’s outstanding convertible notes, or (ii) the funding of the first $10.0 million of the second closing, the Investors will have the right to designate one additional non-executive director for appointment to Board, subject to such nominee’s satisfactory completion of the Company’s standard background checks and director and officer questionnaires, as well as compliance with applicable legal and stockholder approval requirements, if any.

The Company has agreed to take all actions necessary to effect such appointment, subject to applicable law. This designation right will continue until such time as the Investors beneficially own less than 50% of the Securities issued in the Private Placement, on a fully diluted basis (excluding shares issuable upon exercise of the Redeemable Warrants), subject to adjustment for stock splits, combinations, and similar events.

Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year

The disclosures set forth in Item 5.02 above are incorporated by reference into this item 5.03.


Item 7.01. Regulation FD Disclosure

On March 20, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.




The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that, the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits
Exhibit
Number
Description
4.1
Form of Pre-Funded Common Stock Purchase Warrant
4.2
Form of Redeemable Common Stock Purchase Warrant
10.1
Form of Securities Purchase Agreement
10.2
Form of Registration Rights Agreement
10.3
Form of Amendment to Senior Unsecured Convertible Promissory Note
99.1
Press Release, dated March 18, 2026, issued by Serina Therapeutics, Inc.
104Cover 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: March 23, 2026By:/s/ Steve Ledger
Chief Executive Officer


Exhibit 99.1
serina.jpg

Serina Therapeutics Secures up to $30 Million in Private Placement to Advance Registrational Trial of SER-252 for Advanced Parkinson’s Disease

- First tranche of $15 million expected to close on March 20, 2026; second tranche of up to $15 million available, for up to $30 million in total proceeds from the sale of common stock and pre-funded warrants priced at $2.25 per share, representing a 68% premium to the March 17, 2026 closing price–

- Financing includes 50% warrant coverage priced at $5 per share, representing a 273% premium to market, if exercised would raise up to an additional $33.3 million, extending runway into 2H 2027 -

- Proceeds to support ongoing single-ascending dose (SAD) registrational study arm under 505(b)(2) NDA pathway –

HUNTSVILLE, AL, March 18, 2026 (GLOBE NEWSWIRE) -- Serina Therapeutics, Inc. (“Serina” or the "Company") (NYSE American: SER), a clinical-stage biotechnology company developing its proprietary POZ Platform™ drug optimization technology, announced today that it has entered into definitive agreements for the private placement of common stock and pre-funded warrants raising $15 million in gross proceeds. This first tranche is expected to close on March 20, 2026. A second funding tranche of up to an additional $15 million is anticipated to close on or before April 30, 2026. The financing structure includes 50% warrant coverage with additional potential proceeds of up to $33.3 million from the future exercise of warrants. The transaction is led by Greg Bailey, M.D., a current Board Director who will assume the role of Co-Chairman of the Board of Directors.

“With the first patient dosed in our registrational trial and a clear 505(b)(2) pathway aligned with the FDA, this financing positions Serina to execute on the most value-creating milestones in the Company’s history,” said Steve Ledger, Chief Executive Officer of Serina Therapeutics. “We are pleased to welcome Greg into the expanded role of Co-Chairman, where his deep experience and commitment to SER-252 and the broader platform will be a continued asset as we advance through the clinic and build the Company. The milestone-gated structure of this financing aligns our capital deployment with trial progress and preserves our flexibility to access additional strategic and non-dilutive funding. We remain laser-focused on generating the clinical data that will demonstrate the potential of SER-252 to transform the treatment of advanced Parkinson’s disease.”

“I have often found that the most compelling opportunities are those that others initially overlook but that ultimately unlock significant therapeutic value,” said Greg Bailey, M.D., Board Member of Serina Therapeutics and Co-Founder and Executive Chairman of Juvenescence. “Serina’s POZ technology has the potential to improve the safety and pharmacokinetic profile of drugs that have historically been constrained by side effects, opening the door to a portfolio of optimized medicines. With recent FDA feedback confirming a clear and capital-efficient 505(b)(2) regulatory pathway for SER-252, the Company now has a well-defined route toward registration. I am pleased to lead this financing and to partner with Simba Gill as Co-Chair to support Serina through its next phase of development. SER-252 has the potential to become a best-in-class therapy for the approximately 250,000 advanced Parkinson’s patients in the U.S. and Europe whose symptoms remain inadequately controlled by current treatments.”

Greg Bailey, M.D., will serve as Co-Chairman of the Board of Directors of Serina Therapeutics, alongside Simba Gill, Ph.D. Dr. Bailey is a physician-scientist, biotechnology investor, and company builder with a long track record of identifying and backing breakthrough life sciences companies that have gone on to generate billions of dollars in shareholder value.

He was a board director and early investor in Biohaven Ltd., which was acquired by Pfizer in 2022 for approximately $11.6 billion, and in Medivation, the oncology company acquired by Pfizer in 2016 for $14 billion following the success of its prostate cancer therapy Xtandi. These transactions represent two of the most significant biotechnology exits of the past decade.



Across his investment and advisory roles, Dr. Bailey has supported the development and financing of numerous biotechnology companies across neurology, oncology, and rare diseases, bringing deep experience in clinical strategy, capital formation, and value creation in the public markets. Dr. Bailey received his M.D. from the University of Western Ontario before transitioning from clinical medicine to biotechnology investing and company building.

Under the terms of the agreements, Serina is selling shares of common stock at a purchase price of $2.25 per share (the "Per Share Purchase Price") and pre-funded warrants to purchase common stock at a purchase price equal to the Per Share Purchase Price minus the pre-funded warrant exercise price of $0.0001, with each common share or pre-funded warrant accompanied by a warrant to purchase one-half share of common stock at an exercise price of $5.00 per share. The warrants have a four-year term from issuance and are callable by the Company upon the earlier of (i) 30 days following the dosing of the first patient in Cohort 2 of the SER‑252 Phase 1b SAD study, or (ii) September 30, 2026, in each case subject to the Company’s share price exceeding $10.00 per share on the relevant date or thereafter. The first tranche representing a minimum of $15 million is expected to close on March 20, 2026. A second tranche of up to an additional $15 million is available for closing on or before April 30, 2026, subject to the satisfaction of customary closing conditions. The warrants related to the first tranche funding, if fully exercised, would provide additional gross cash proceeds of $16.7 million. In connection with the closing of the private placement, the Senior Unsecured Convertible Promissory Note entered into by Serina on September 9, 2025 (the "Existing Note"), was amended to eliminate rights and obligations with respect to additional funding under the Existing Note.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

SER-252 Registrational Study Overview and Clinical Milestones
The SER-252 Phase 1b registrational study is designed to evaluate the safety, tolerability, pharmacokinetics, and preliminary efficacy of SER-252 in patients with advanced Parkinson’s disease whose symptoms are inadequately controlled by current standard-of-care therapies. Initial dosing is underway at clinical sites in Australia, where Serina has established strong investigator relationships to support efficient trial execution. The study will enroll patients across sites in Australia and the United States, with dose escalation overseen by an independent Safety Review Committee.

Serina expects that a blinded review of safety and tolerability data from Cohort 1 will support advancement to Cohort 2 in the third quarter of 2026. The Company is targeting topline results from the single-ascending dose (SAD) study arm in the first half of 2027.

About Serina Therapeutics
Serina is a clinical-stage biotechnology company developing a pipeline of wholly owned drug product candidates to treat neurological diseases and other indications. Serina's POZ Platform™ provides the potential to improve the integrated efficacy and safety profile of multiple modalities including small molecules, RNA-based therapeutics and antibody-based drug conjugates (ADCs). Serina is headquartered in Huntsville, Alabama on the campus of the HudsonAlpha Institute of Biotechnology.

About the POZ Platform™
Serina's proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). Serina's POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. The therapeutic agents in Serina's product candidates are typically well-understood and marketed drugs that are effective but are limited by pharmacokinetic profiles that can include toxicity, side effects and short half-life. Serina believes that by using POZ technology, drugs with narrow therapeutic windows can be designed to maintain more desirable and stable levels in the blood.




Serina's POZ platform delivery technology has potential for use across a broad range of payloads and indications. Serina intends to advance additional applications of the POZ platform via out-licensing, co-development, or other partnership arrangements, including the non-exclusive license agreement with Pfizer, Inc. to use Serina's POZ polymer technology for use in lipid nanoparticle drug (LNP) delivery formulations.

About SER-252 (POZ-apomorphine)
SER-252 is an investigational apomorphine therapy developed with Serina's POZ platform and designed to provide continuous dopaminergic stimulation (CDS). CDS has been shown to reduce the severity of levodopa-related motor complications (dyskinesia) in Parkinson's disease. Preclinical studies support the potential of SER-252 to provide CDS without skin reactions. For more information, please visit https://serinatx.com.

Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of federal securities laws. All statements that are not historical fact, including statements about Serina's planned clinical programs, including timing for patient enrollment and dosing, the potential of Serina's POZ polymer technology, and the Company's ability to advance its clinical trial, are forward-looking statements that involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These statements are based on management's current expectations, plans, beliefs or forecasts for the future, and are subject to uncertainty and changes in circumstances. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change.

Actual results may differ materially from those projected in such statements due to a variety of important factors including, among other things, the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; Serina's ability to continue as a going concern; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from our clinical studies; whether and when any applications may be filed for any drug or vaccine candidates in any jurisdictions; whether and when regulatory authorities may approve any potential applications that may be filed for any drug or vaccine candidates in any jurisdictions, which will depend on a myriad of factors, including making a determination as to whether the product's benefits outweigh its known risks and determination of the product's efficacy and, if approved, whether any such drug or vaccine candidates will be commercially successful; decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of any drug or vaccine candidates; and competitive developments. These risks as well as other risks are more fully discussed in the company's Annual Report on Form 10-K for the year ended December 31, 2024, and the company's other periodic reports and documents filed from time to time with the SEC. The information contained in this release is as of the date hereof, and Serina assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.

For inquiries, please contact:
Stefan Riley
sriley@serinatherapeutics.com
(256) 327-9630

FAQ

What is Serina Therapeutics (SER) raising through the new private placement?

Serina is raising up to $30 million in a private placement of common stock and pre-funded warrants, led by director Greg Bailey. An initial $15 million tranche has closed, with a second tranche of up to $15 million anticipated, subject to customary conditions.

How are the Serina Therapeutics (SER) private placement securities structured?

Serina is selling common shares at $2.25 and pre-funded warrants priced at $2.2499 with a $0.0001 exercise price. Each share or pre-funded warrant includes a redeemable warrant for half a share at $5.00, with a four-year term and standard ownership limits.

What additional proceeds could Serina Therapeutics (SER) receive from warrant exercises?

The financing includes 50% warrant coverage at an exercise price of $5.00 per share. If all related warrants are fully exercised, Serina could receive up to an additional $33.3 million in gross proceeds, supplementing the up to $30 million from the primary private placement.

How will Serina Therapeutics (SER) use proceeds from the private placement?

Serina expects to use proceeds to support the SER‑252 Phase 1b registrational study for advanced Parkinson’s disease. Funding will back ongoing single-ascending dose work under the 505(b)(2) regulatory pathway and related clinical milestones described in the company’s communications.

What governance changes accompany Serina Therapeutics’ (SER) financing?

Greg Bailey will become Co‑Chairman of the Board alongside Simba Gill, with no special compensation beyond standard director pay. Investors may also designate an additional non‑executive director once specific funding thresholds are met, while they maintain at least 50% beneficial ownership of issued securities.

What are the key clinical timelines for Serina Therapeutics’ SER-252 study?

The Phase 1b registrational study for SER‑252 is enrolling advanced Parkinson’s patients in Australia and the U.S. A blinded safety review from Cohort 1 is expected to support advancement to Cohort 2 in Q3 2026, with topline single-ascending dose results targeted in the first half of 2027.

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