As filed with the Securities and Exchange Commission on February 6, 2023

 

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

AGEX THERAPEUTICS, INC.

(Exact name of Registrant as specified in charter)

 

Delaware   82-1436829
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

 

1101 Marina Village Parkway, Suite 201

Alameda, California

  

 

94502

(Address of principal executive offices)   (Zip Code)

 

2017 Equity Incentive Plan

(Full title of the plan)

 

ANDREA E. PARK

Chief Financial Officer

AgeX Therapeutics, Inc.

1101 Marina Village Parkway, Suite 201

Alameda, California 94501

(Name and address of agent for service)

 

(510) 671-8370

(Telephone number, including area code, of agent for service)

 

 

Copies of all communications, including all communications sent to the agent for service, should be sent to:

RICHARD S. SOROKO, ESQ.

Thompson Welch Soroko & Gilbert LLP

3950 Civic Center Drive, Suite 300

San Rafael, California 94903

Tel. (415) 448-5000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
  Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

 

 

 

 

 

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

This Registration Statement on Form S-8 under the Securities Act of 1933, as amended, is being filed by AgeX Therapeutics, Inc. (“AgeX”) pursuant to General Instruction E to Form S-8 to register an additional 4,000,000 shares of AgeX common stock, par value $0.0001 per share (“Shares”), including shares issuable directly or upon the exercise of stock options or in settlement of restricted stock units under an amendment to the AgeX 2017 Equity Incentive Plan.

 

The content of Registration Statement on Form S-8, File No. 333-229432, filed with the Securities and Exchange Commission (“SEC”) on January 30, 2019, is incorporated by reference.

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have been filed by the Registrant with the Securities and Exchange Commission (the “SEC”), are incorporated herein by reference:

 

●The Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2021 filed with the SEC on March 29, 2022;

 

●Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022, and September 30, 2022, as filed with the SEC on May 13, 2022, August 12, 2022, and November 10, 2022, respectively;

 

●The Registrant’s Current Reports on Form 8-K filed with the SEC on February 4, 2022, February 15, 2022, March 3, 2022, April 6, 2022, May 18, 2022, June 10, 2022, August 19, 2022, October 21, 2022, November 25, 2022, December 12, 2022, December 16, 2022, and January 27, 2023; provided, however, that any information furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, or otherwise furnished rather than filed with the SEC, are not to be incorporated by reference herein; and

 

●The description of the Registrant’s common stock contained in the Information Statement filed as Exhibit 99.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form 10 filed with the SEC on November 26, 2018, as updated by Exhibit 4.3 to the Registration’s Annual Report on Form 10-K filed with the SEC on March 30, 2020, and including any amendment or report (or exhibit to any such amendment or report) filed for the purpose of updating that description, including Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 12, 2022.

 

In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, before the date this offering is terminated or completed and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part thereof from the date of filing of such documents; provided, however, that any information furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, or otherwise furnished rather than filed with the SEC, shall not be incorporated by reference herein.

 

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

II-1

 

 

Item 8. Exhibits.

 

Exhibit    
Numbers   Description
     
5.1   Opinion of Counsel*
     
23.1   Consent of WithumSmith + Brown PC*
     
23.2   Consent of OUM & Co. LLP*
     
23.3   Consent of Counsel (Included in Exhibit 5.1)
     
99.1   Amendment to 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 12, 2022)
     
107   Calculation of Filing Fee Table*

 

* Filed herewith.

 

II-2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California on February 6, 2023.

 

  AGEX THERAPEUTICS, INC.
   
  By: /s/ Michael D. West
    Michael D. West
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Michael D. West   Chief Executive Officer and Director   February 6, 2023
MICHAEL D. WEST   (Principal Executive Officer)    
         
/s/ Andrea E. Park   Chief Financial Officer   February 6, 2023
ANDREA E. PARK   (Principal Financial and Accounting Officer)    
         
/s/ Gregory H. Bailey   Director   February 3, 2023
GREGORY H. BAILEY        
         
/s/ Joanne M. Hackett   Director   February 3, 2023
JOANNE M. HACKETT        
         
/s/ Michael H. May   Director   February 3, 2023
MICHAEL H. MAY        

 

II-3

 

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