AGEX THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 - Entry in Material Definitive Agreement.

On June 2, 2023 AgeX and Juvenescence Limited ("Juvenescence") entered into an amendment to the Amended and Restated Secured Convertible Promissory Note (the "Secured Note"), as previously amended by an Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (the "Second Amendment"), to provide that (i) AgeX may draw on the available portion of the line of credit under the Secured Note until the earlier of the date a Qualified Offering as defined in the Secured Note is consummated by AgeX or October 31, 2023 (subject to Juvenescence's discretion to approve each loan draw as provided in the Secured Note), (ii) AgeX will not be obligated to issue additional common stock purchase warrants to Juvenescence in connection with the receipt of loan funds made available pursuant to the Second Amendment, and (iii) the definition of Reverse Financing Condition is amended to extend to June 20, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by Reverse Bioengineering, Inc.

The terms of the June 2, 2023 amendment of the Secured Note are set forth in a Third Amendment to Amended and Restated Convertible Promissory Note (the "Third Amendment'). The description or discussion of the Third Amendment in this Form 8-K is a summary only, does not purport to be a complete statement of the terms and conditions of the Third Amendment, and is qualified in all respects by reference to the full text of the Third Amendment which is filed as an Exhibit to this Report and is incorporated by reference into this Report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On June 7, 2023, AgeX drew $500,000 of its credit available under the Secured Note as most recently amended by the Third Amendment.

The Repayment Date on which the outstanding principal balance of the Secured Note will become due and payable shall be February 14, 2024. The other material terms of the Secured Note are summarized in AgeX's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023 and in Item 1.01 of this Report.

Item 9.01 - Financial Statements and Exhibits.

Exhibit        Description
Number

    10.1         Third Amendment to Amended and Restated Secured Convertible
               Promissory Note, dated June 2, 2023, executed by AgeX Therapeutics,
               Inc. and Juvenescence Limited.
    104        Cover Page Interactive Data File (embedded within the Inline XBRL
               document)




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