AgeX Therapeutics : Termination of Material Agreement - Form 8-K

Item 1.02 Termination of a Material Definitive Agreement.

On November 27, 2023, Juvenescence Limited ("Juvenescence") notified AgeX that Juvenescence is terminating a March 29, 20219 the agreement that incorporated arrangements in effect since October 18, 2018 pursuant to which Juvenescence has provided AgeX with the services of Juvenescence's employee Nafees Malik who served as Chief Operating Officer of AgeX and our subsidiary Reverse Bioengineering, Inc. The agreement will terminate on December 31, 2023 when Dr. Mailk's employment by Juvenescence will come to an end. Under the agreement for Dr. Malik's services we have been paying Juvenescence 85% of Dr. Malik's base salary from Juvenescence and we have been entitled to receive an allocation of 85% of Dr. Malik's time as an employee of Juvenescence.

Juvenescence is the largest stockholder and secured creditor of AgeX, and a member of our Board of Directors, Gregory H. Bailey, is also a director of Juvenescence. In an amendment to its Schedule 13D filed with the SEC on November 16, 2023, Juvenescence reported that it beneficially owned as of that date 82,705,949 shares of AgeX common stock, par value $0.0001 per share, comprised of (i) 16,447,500 shares of common stock held directly by Juvenescence US Corp., (ii) 901,364 shares of common stock that may be acquired on exercise of certain warrants issued or to be issued in connection with advances under a loan facility with AgeX, (iii) 10,357,086 shares of common stock that may be acquired on exercise of certain warrants issued or to be issued in connection with advances under an amended and restated secured convertible promissory note (the "A&R Secured Note"), (iv) 29,388,888 shares of common stock held directly by Juvenescence US Corp. that may be issued upon conversion of 211,600 shares of AgeX Series A Preferred Stock, (v) 20,611,111 shares of common stock held directly by Juvenescence US Corp. that may be issued upon conversion of 148,400 shares of AgeX Series B Preferred Stock and (vi) 5,000,000 shares of common stock that may be issued upon conversion of outstanding amounts under the A&R Secured Note based on the closing price of AgeX common stock on November 14, 2023. The aggregate amount of shares of AgeX common stock reported as beneficially owned by Juvenescence represents approximately 79.4% of the outstanding shares of AgeX common stock, based upon 37,951,261 shares outstanding as of November 6, 2023, without giving effect to certain limitations on the conversion of the A&R Secured Note and Series B Preferred Stock.

As of November 27, 2023, AgeX was indebted to Juvenescence in the aggregate amount of $3.9 million on account of certain secured loans and related fees.