Serina Therapeutics, Inc. SEC Filings

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 $20 million with director Gregory H. Bailey, M.D., providing flexible funding in five tranches tied to milestones in its SER-252-1b registrational clinical study through April 30, 2026. The note bears 10% annual interest, matures five years after initial funding, is prepayable without penalty, and can be converted at the holder’s option into common stock at $5.18 per share, subject to standard anti-dilution adjustments.

On each funding date, Serina will issue warrants with an exercise price of $5.44 per share for a number of shares equal to 100% of the shares issuable upon conversion of that tranche, with warrants generally expiring no later than September 30, 2026. The company will not issue common stock under the note and warrants in excess of 19.99% of shares outstanding as of September 9, 2025 without stockholder approval, and plans to seek this approval at its 2025 annual meeting. A special committee of independent directors evaluated and approved the related-party financing.

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.

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.

Randall Moreadith, Chief Scientific Officer of Serina Therapeutics (SER), reported option exercises and immediate sales in August 2025. On 08/18/2025 she exercised 2,227 stock options at a $0.06 strike and sold the resulting shares at $5.25. On 08/20/2025 she exercised 2,077 stock options at $0.06 and sold those shares at $5.10. The filing states the stock options are fully vested. Table entries show derivative holdings after the transactions of 471,263 and 469,186 option-based underlying shares, reported as direct holdings. The reporting person signed the Form 4 on 08/20/2025.

Serina Therapeutics furnished a press release announcing its financial results for the quarter ended June 30, 2025. The current report states the press release is provided as Exhibit 99.1 and that the information is furnished, not filed, meaning it is not automatically incorporated by reference into other SEC filings.

This 8-K does not include the text of the financial results within the report itself; readers must consult Exhibit 99.1 for detailed revenue, expense, profitability or other performance metrics.

Report: Form 4 filed by Moreadith Randall (Chief Scientific Officer) for Serina Therapeutics, Inc. (SER).

Transactions (08/04/2025): The reporting person acquired 5,500 shares of common stock at $0.06 (Table I, Code M) and sold 5,500 shares of common stock at a weighted average price of $5.17 (Table I, Code S); post-transaction common stock beneficially owned: 0. Footnote states sale prices ranged $5.13–$5.35. The reporting person also holds stock options: 5,500 options exercisable through 05/06/2031 and 478,990 derivative securities beneficially owned following the reported transactions (direct). Options are reported as fully vested. Earliest transaction date: 08/04/2025; Form signed 08/05/2025.