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Serina Therapeutics filed Amendment No. 1 to its definitive proxy for the November 7, 2025 Annual Meeting, updating disclosures for the proposal to approve, under NYSE American rules, the potential issuance of 20% or more of its outstanding common stock in connection with a Convertible Note and Warrants.
The update clarifies that approval is sought for compliance with Sections 711 and 713(a)Dr. Bailey is a director, under certain circumstances the issuance of shares to him pursuant to the Convertible Note and Warrants could be considered equity compensation under Rule 711, depending on the market price at each funding.
The company states that, without approval, it would be unable to issue 20% or more to the holders of the Convertible Note and Warrants, and that this limitation could have a material adverse effect on its financial condition. Proxies already received will continue to be voted as instructed unless changed.
Serina Therapeutics (SER) Chief Scientific Officer Randall Moreadith exercised stock options for 6,500 shares at $0.06 and sold 6,500 shares at a weighted average price of $4.9672 on 10/20/2025.
The sale occurred in multiple transactions between $5.02 and $4.88. Following the transactions, the Form 4 reports 0 shares of common stock directly owned and 410,686 derivative securities (stock options) beneficially owned. The exercised option was fully vested and carried a $0.06 exercise price with an expiration date of 05/06/2031.
Serina Therapeutics (SER) reported an insider transaction by its Chief Scientific Officer. On 10/13/2025, the officer exercised a stock option for 4,326 shares at $0.06 per share and sold 4,326 common shares at a weighted average price of $5.20, with individual sale prices ranging from $5.25 to $5.18. Following these transactions, common stock beneficially owned was 0 shares, and derivative securities beneficially owned were 417,186 stock options. The reported stock options are fully vested and carry an expiration date of 05/06/2031.
Serina Therapeutics, Inc. reported that on October 6, 2025 it received the first $5 million of funding under a previously announced unsecured convertible note dated September 9, 2025. This funding provides the company with additional cash through a debt instrument that can convert into equity under terms described in an earlier disclosure filed on September 15, 2025. The company also issued a press release on October 6, 2025 describing this development.
Serina Therapeutics invites stockholders to its virtual Annual Meeting on November 7, 2025 at 11:00 a.m. Central Time to vote on electing two Class II directors, ratifying Frazier & Deeter, LLC as auditors, and approving a Convertible Note and Warrants Proposal under NYSE American rules. The Board set the record date as September 17, 2025. The proposal would permit issuance of up to $20 million of convertible notes convertible at $5.18 per share, with warrants issued equal to 100% of conversion shares at a $5.44 exercise price, and requires stockholder approval due to NYSE Rule 713. The Company previously sold Series A Preferred Stock for ~$5 million and disclosed related-party lending and asset-sale transactions involving Juvenescence and UniverXome. Dr. Gregory H. Bailey, a director, is a lender under the 2025 Convertible Note.
Serina Therapeutics will hold a virtual Annual Meeting on November 7, 2025 at 11:00 a.m. CT to elect two Class II directors (nominees Steve Ledger and Karen J. Wilson), ratify Frazier & Deeter, LLC as independent auditors, and seek shareholder approval under NYSE American rules for issuance of common stock related to the exercise of certain convertible notes and warrants. The company disclosed a September 9, 2025 unsecured convertible note facility of up to $20 million, convertible at $5.18 per share with accompanying warrants exercisable at $5.44 per share and warrant amounts equal to 100% of shares issuable on conversion. Executive pay disclosures include CEO Ledger's base salary of $450,000 (rising to $500,000 upon certain goals), a target annual incentive up to 50% of base salary, severance terms (12 months base salary if terminated without cause), CFO Curhan retained via consultant agreement at $650/hour, SVP Tenjarla base salary $375,000 plus a $25,000 signing bonus and 50% target bonus. The proxy describes committee compositions, Audit Committee oversight and independence, nomination procedures, and related-party and historical convertible-note transactions.
Serina Therapeutics entered into an unsecured convertible note of up to
On each funding date, Serina will issue warrants with an exercise price of
Serina Therapeutics, Inc. filed a current report to furnish, rather than file, a press release dated September 9, 2025 under Item 7.01 (Regulation FD Disclosure). The press release is attached as Exhibit 99.1.
The company states that this information is not deemed filed or automatically incorporated by reference into any Securities Act registration statement unless specifically identified. The report clarifies that inclusion of the press release does not represent a determination that its contents are material or complete for investment decisions.
Moreadith Randall, Chief Scientific Officer of Serina Therapeutics (SER), exercised fully vested stock options and sold the underlying shares across two dates in late August 2025. On 08/25/2025 she exercised options to purchase 2,042 shares at an exercise price of $0.06 and sold those shares that day for a weighted average price of $5.65 (sales ranged $5.70–$5.65). On 08/26/2025 she exercised options to purchase 45,632 shares at $0.06 and sold them that day for a weighted average price of $7.01 (sales ranged $7.60–$6.70). The Form 4 indicates the transactions were made pursuant to a Rule 10b5-1 plan and notes that the stock options are fully vested.
Serina Therapeutics reported that the U.S. Food and Drug Administration provided written feedback after a recent Type B meeting supporting advancement of its drug candidate SER-252 (POZ-apomorphine) into a registrational clinical study program for advanced Parkinson’s disease. The program is expected to proceed under the 505(b)(2) New Drug Application pathway, which allows reliance on certain existing data for approval. The company communicated this update through a press release that is attached as an exhibit to the report.