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Juvenescence group reports 27.3% Serina Therapeutics (SER) beneficial stake

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Serina Therapeutics’ major shareholder group led by Juvenescence Limited and JuvVentures (UK) Limited reports beneficial ownership of 4,400,781 shares of common stock of Serina Therapeutics, Inc. This includes 3,267,188 shares held directly and shares issuable upon exercise of Replacement Incentive Warrants and Incentive Warrants.

The filing states this position represents approximately 27.3% of Serina’s common stock, calculated using 14,997,505 shares outstanding as of May 10, 2026 and giving effect to warrant exercises and two tranches of new shares described in Item 6. A $15.0 million private placement funded on March 20, 2026 by other investors caused more than a 1% change in this ownership percentage; the reporting persons did not participate and report no other Serina stock transactions in the past 60 days aside from arrangements referenced in Item 6.

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Beneficially owned shares 4,400,781 shares Total Serina common shares beneficially owned by the reporting persons, including shares issuable upon warrant exercise
Beneficial ownership stake 27.3 % Approximate percentage of Serina common stock beneficially owned by the reporting persons
Direct common shares 3,267,188 shares Shares of Serina common stock held directly by JuvVentures (UK) Limited
Replacement Incentive Warrants 755,728 shares Shares of common stock that may be acquired upon exercise of Replacement Incentive Warrants
Incentive Warrants 377,865 shares Shares of common stock that may be acquired upon exercise of Incentive Warrants
Shares outstanding baseline 14,997,505 shares Serina shares outstanding as of May 10, 2026, per Form 10-Q, used in the 27.3% calculation
Private placement funding $15.0 million Amount funded by investors in Serina’s private placement on March 20, 2026
beneficially owns regulatory
"The Reporting Persons beneficially owns an aggregate of 4,400,781 shares"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
Replacement Incentive Warrants financial
"shares of Common Stock that may be acquired on exercise of the Replacement Incentive Warrants"
Incentive Warrants financial
"shares of Common Stock that may be acquired on exercise of the Incentive Warrants"
Incentive warrants are tradable rights that let the holder buy a company’s shares at a fixed price for a limited time, issued to motivate or reward partners, advisers, or investors. Think of them as a discounted ticket to buy stock later: they can add potential upside if the share price rises but can also dilute existing shareholders and change future cash flow when exercised, so investors watch them closely.
Private Placement financial
"in a private placement (the Private Placement), shares of its Common Stock"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Securities Purchase Agreement regulatory
"the Issuer entered into a Securities Purchase Agreement with certain investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

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

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FAQ

What percentage of Serina Therapeutics (SER) does the Juvenescence group now report owning?

The reporting persons state they beneficially own 27.3% of Serina Therapeutics’ common stock. This percentage is based on 14,997,505 shares outstanding as of May 10, 2026 and gives effect to warrant exercises and two tranches of new shares described in Item 6.

How many Serina Therapeutics (SER) shares does the Juvenescence group beneficially own and how is this composed?

They report beneficial ownership of 4,400,781 shares of Serina common stock. This consists of 3,267,188 shares held directly by JuvVentures (UK) Limited and additional shares that may be acquired through exercising Replacement Incentive Warrants and Incentive Warrants held by that entity.

What warrants support the Juvenescence group’s beneficial ownership in Serina Therapeutics (SER)?

Their beneficial stake includes 755,728 shares issuable upon exercise of Replacement Incentive Warrants and 377,865 shares issuable upon exercise of Incentive Warrants. Both warrant types are held by JuvVentures (UK) Limited and are counted in the 4,400,781-share beneficial total.

On what share count is the 27.3% Serina Therapeutics (SER) ownership calculation based?

The 27.3% figure is calculated using 14,997,505 Serina shares outstanding as of May 10, 2026, as reported in Serina’s Form 10-Q filed May 14, 2026, and also gives effect to the exercise of the warrants and two tranches of new shares referenced in Item 6.

What private placement affected the Juvenescence group’s ownership percentage in Serina Therapeutics (SER)?

Serina entered a Securities Purchase Agreement on March 17, 2026 and closed a $15.0 million private placement on March 20, 2026. That issuance of common stock and warrants caused more than a 1% change in the reporting persons’ ownership percentage; they did not participate.

Have the reporting persons traded Serina Therapeutics (SER) shares recently?

They state that, apart from arrangements described in Item 6, the reporting persons have effected no transactions in Serina’s common stock during the past 60 days. Their current position is therefore driven primarily by prior holdings and the recent private placement’s dilutive effects.





00848H108

(CUSIP Number)
David Gill
c/o Juvenescence Limited, 1st Floor, Viking House, St Pauls Square
Ramsey, Y8, IM8 1GB
441624639393

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/20/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows 7, 9 and 11: Comprised of (i) 3,267,188 shares of Common Stock held directly by JuvVentures (UK) Limited, (ii) 755,728 shares of Common Stock that may be acquired on exercise of the Replacement Incentive Warrants held by JuvVentures (UK) Limited and (iii) 377,865 shares of Common Stock that may be acquired on exercise of the Incentive Warrants held by JuvVentures (UK) Limited (capitalized terms are defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows 7,9 and 11: Comprised of (i) 3,267,188 shares of Common Stock, (ii) 755,728 shares of Common Stock that may be acquired on exercise of the Replacement Incentive Warrants and (iii) 377,865 shares of Common Stock that may be acquired on exercise of the Incentive Warrants.


SCHEDULE 13D


Juvenescence Limited
Signature:/s/ Gregory H. Bailey
Name/Title:Gregory H. Bailey/Executive Chairman
Date:07/22/2026
JuvVentures (UK) Limited
Signature:/s/ David Gill
Name/Title:David Gill/Director
Date:07/22/2026