Serina Therapeutics, Inc. entered into a merger agreement to acquire AgeX Therapeutics, Inc. (NYSEAM:AGE) from shareholders in a reverse merger transaction on August 29, 2023. Under the terms of the merger agreement, pending stockholder approval of the transaction, Serina will merge with a wholly-owned subsidiary of AgeX, and stockholders of Serina will receive shares of AgeX common stock (?merger?). Upon completion of the merger, pre-merger AgeX stockholders are expected to own approximately 25% of the newly combined company while pre-merger Serina stockholders are expected to own approximately 75% of the newly combined company. The final percentage of the combined company owned by pre-merger Serina stockholders and pre-merger AgeX stockholders upon completion of the merger may be subject to certain adjustments and assumptions. As part of the merger, pre-merger AgeX stockholders will be issued Post-Merger Warrants. The Post-Merger Warrants issued to AgeX stockholder, Juvenescence, have a cash exercise requirement that will provide an additional $15 million in capital to the combined company in three equal tranches over the term of the warrant, which expires July 31, 2025. AgeX stockholders that exercise the Post-Merger Warrants will additionally receive Incentive Warrants that expire four (4) years after the merger closing date. The terms and conditions for each type of warrant will be further detailed in the forms of warrant agreements that will be negotiated between the parties prior to the merger closing date. AgeX following the merger is referred to herein as the ?combined company.? Upon completion of the transaction, the combined company will operate under the Serina Therapeutics name, and the combined company?s common stock is expected to trade on the NYSE American under the ticker symbol ?SER.? The corporate headquarters will be in Huntsville, Alabama. Following the merger, it is anticipated that the combined company will be led by a new Chief Executive Officer (?CEO?). Current members of the executive team of Serina are expected to continue in key leadership roles, including Dr. Randall Moreadith as the Chief Science Officer, and Dr. Tacey Viegas as Chief Operating Officer and Secretary. Serina?s current Chief Financial Officer (?CFO?) Steve Ledger is expected to serve as the interim CEO of the combined company until such time as the new CEO is hired. AgeX?s current CFO, Andrea Park, is expected to serve as the interim CFO and Chief Accounting Officer of the combined company until such time as the new CFO is hired, and is then expected to continue in the role of Chief Accounting Officer. The board of directors will be comprised of seven directors and are expected to include AgeX director Dr. Gregory Bailey, Juvenescence CEO Dr. Richard Marshall, Serina?s directors Dr. J. Milton Harris and Steve Ledger, and the Buck Institute for Aging?s Vice President of Business and Technology Advancement Remy Gross III. Two additional directors will be appointed in accordance with the merger agreement to fill the remaining seats on the board of directors. Prior to the execution of the merger agreement, AgeX invested $10 million in Serina through the purchase of a Senior Convertible Loan Note (?CLN?) described on the Current Report on Form 8-K that AgeX filed with the U.S. Securities and Exchange Commission (?SEC?) on March 15, 2023. Immediately prior to completion of the merger, the CLN will be converted into Serina capital stock as a capital contribution. It is expected that the funds provided by the CLN, together with the additional $15 million of proceeds from the Juvenescence required warrant cash exercises, will provide working capital for the combined company to help fund operations into calendar year 2026. Upon termination of the Merger Agreement by Serina or AgeX in certain circumstances, a termination fee of $1 million may be payable by Serina to AgeX or a termination fee of $1 million may be payable by AgeX to Serina.

The merger has been approved by the boards of directors of both companies and is expected to close in the first quarter of 2024, subject to customary closing conditions, the required approvals by the parties? stockholders having been obtained, the existing shares of AgeX common stock having been continually listed on the NYSE American and the Shares issued in connection with the Contemplated Transactions (as defined in the Merger Agreement) being approved for listing on the NYSE American (subject to official notice of issuance), the Form S-4 having become effective in accordance with the Securities Act of 1933, as amended, the accuracy of each party?s representations and warranties, subject to certain materiality qualifications, compliance by the parties with their respective covenants, the completion of a reverse stock split of all outstanding shares of AgeX common stock for the purpose of resulting in approximately 2,500,000 shares of AgeX common stock being outstanding immediately prior to the Merger Effective Time unless otherwise mutually agreed to by AgeX and Serina, Juvenescence Limited (? Juvenescence ?) will have entered into a letter agreement (the ? Side Letter ?); Juvenescence will have converted all of its shares of AgeX preferred stock into shares of AgeX common stock prior to the NYSE Reverse Split, Juvenescence Limited (? Juvenescence ?) will have entered into a letter agreement (the ? Side Letter ?); (x) Juvenescence will have converted all of its shares of AgeX preferred stock into shares of AgeX common stock prior to the NYSE Reverse Split, the actual closing price of AgeX common stock immediately prior to the Merger will not be less than $12.00 per share (taking into account the NYSE Reverse Split), Juvenescence must hold at least 1,133,308 Post-Merger Warrants and .immediately prior to the Closing, AgeX will have on hand at least $500,000 of immediately spendable non-restricted cash net of all payables and other liabilities.

Gibson, Dunn & Crutcher LLP is providing legal counsel to AgeX. Bradley Arant Boult Cummings LLP is legal counsel to Serina.