Serina Therapeutics and AgeX Therapeutics Enter into Merger Agreement

Therapeutics and AgeX Therapeutics Enter into Merger Agreement

Ala. & ALAMEDA, Calif. - (BUSINESS WIRE) - August 30, 2023 - Serina Therapeutics, Inc. ("Serina"),

a privately-held, clinical-stage biotechnology company developing a pipeline of therapies for the treatment of Parkinson's Disease

and other neurological diseases, entered into a merger agreement with AgeX Therapeutics, Inc. (NYSE American: AGE) ("AgeX")

on August 29, 2023, under which Serina will merge with a wholly-owned subsidiary of AgeX in an all-stock transaction. The combined

company will continue under the Serina Therapeutics name and will focus on advancing Serina's pipeline of small molecule drug candidates

targeting central nervous system ("CNS") indications, enabled by the company's proprietary POZ PlatformTM

delivery technology. In addition to advancing the company's wholly-owned pipeline assets, Serina is working with companies in the

pharmaceutical industry currently advancing pre-clinical studies exploring POZ polymer lipid-nanoparticles ("LNPs") in next

generation RNA vaccines.

merger with AgeX positions Serina to advance our CNS pipeline assets and expand our platform partnering opportunities," said

J. Milton Harris, PhD, Co-Founder and Chair of the Board of Serina. "We believe it represents the best path forward for

Serina in accessing transformative capital to advance our platform technology. As a board director of the combined company, I look forward

to collaborating with our new partners AgeX and Juvenescence, as we continue the work of translating our science into innovative therapeutics."

are delighted to announce the proposed merger with Serina," said Joanne M. Hackett, PhD, Chairperson and Interim Chief Executive

Officer of AgeX. "The AgeX team thoroughly reviewed and evaluated numerous strategic alternatives for creating stockholder value,

and we believe this transaction with Serina presented the most compelling option for our stockholders. We see exciting potential to generate

novel drug candidates with the POZ PlatformTM delivery technology."

merging with AgeX is an important step towards recognizing the potential to develop the POZ PlatformTM to deliver novel medicines

and treatment modalities," said Dr. Richard Marshall, Chief Executive Officer of Juvenescence Limited ("Juvenescence").

"We plan to leverage our deep pharmaceutical expertise and network to assist the combined company to reach its goal in maximizing

value for stockholders."

combined company will focus on advancing Serina's lead drug candidate (SER-252, POZ-apomorphine) for the treatment of advanced

Parkinson's Disease through pre-clinical studies, with the goal of submitting an investigational new drug submission ("IND")

to the Food and Drug Administration for the initiation of a Phase I clinical trial during the fourth quarter of 2024. Serina has two

other pipeline assets that are positioned to enter IND enabling studies, SER-227 (POZ-buprenorphine) for certain post-operative pain

indications and SER-228 (POZ-cannabidiol) for refractory epilepsy indications. Additionally, the combined company will focus on expanding

Serina's LNP and antibody drug conjugate ("ADC") partnering collaborations.

the Transaction, Management and Organization

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"). AgeX following the merger is referred

to herein as the "combined company." 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.

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.

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.

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.

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.

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

is a clinical-stage biotechnology company developing a pipeline of wholly-owned drug product candidates to treat neurological diseases

and pain. Serina's POZ PlatformTM delivery technology is engineered to provide greater control in drug loading and more

precision in the rate of release of attached drugs, enabling the potential of certain challenging small molecules, while addressing the

limitations of polyethylene glycol ("PEG") and other biocompatible polymers. Our POZ PlatformTM partners are at

the forefront in advancing LNP delivery technology to develop novel RNA therapeutics. Serina is headquartered in Huntsville, Alabama

on the campus of the HudsonAlpha Institute of Biotechnology. For more information, please visit https://serinatherapeutics.com.

has been focused on developing and commercializing innovative therapeutics to treat human diseases to increase health span and combat

the effects of aging. For more information, please visit http://agexinc.com.

Statement Regarding Forward-Looking Statements

statements contained in this communication regarding matters that are not historical facts are forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities

and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements

regarding the anticipated completion and effects of the proposed merger and related timing, pro forma descriptions of the combined company,

Serina's and the combined company's planned preclinical and clinical programs, including planned clinical trials, the potential

of Serina's product candidates, the anticipated cash expected from warrant exercises and the ability for proceeds to fund the operations

of the combined company for as long as anticipated, the expected trading of the combined company's stock on the NYSE American under

the ticker symbol "SER," management of the combined company and other statements regarding management's intentions,

plans, beliefs, expectations or forecasts for the future. All forward-looking statements are based on assumptions or judgments about

future events and economic conditions that may or may not be correct or necessarily take place and that are by their nature subject to

significant risks, uncertainties and contingencies. You are cautioned not to place undue reliance on these forward-looking statements.

No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Statements that contain

words such as "anticipates," "believes," "plans," "expects," "projects,"

"future," "intends," "may," "will," "should," "could," "estimates,"

"predicts," "potential," "continue," "guidance," and similar expressions to identify

these forward-looking statements are intended to be covered by the safe-harbor provisions of the PSLRA.

are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included

in this communication. With respect to the merger, these risks and uncertainties include: the possibility that stockholders of AgeX or

Serina may not approve the merger; one or more conditions to consummating the merger may not be satisfied; one or more material agreements

that may be entered into in connection with the merger may be terminated by a party to the agreement; AgeX or the combined company may

be unable to obtain approval to list on the NYSE American the shares of AgeX common stock expected to be issued pursuant to the merger;

and the closing of the merger might be delayed or not occur at all. In addition, the merger could cause AgeX to face additional risks,

including risks associated with conducting and financing Serina's current or future research and product development programs,

including risks that those research and development programs will not result in the development of products or technologies with the

desired clinical utility, benefits, or market acceptance; risks associated with conducting clinical trials of Serina product candidates

and obtaining Food and Drug Administration or other regulatory approvals to market product candidates, including risks with respect to

the timing of initiation of Serina's planned clinical trials, the timing of the availability of data or other results from clinical

trials, and the timing of any planned investigational new drug application or new drug application; risks associated with the combined

company's ability to identify additional products or product candidates with significant commercial potential; risks associated