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In the Name of Cell Regeneration – Potential AgeX (AMEX: $AGE) and LyGenesis Merger

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AgeX Therapeutics (AMEX: $AGE) and LyGenesis are currently in negotiations about a potential merger that could unite their forces and unique IPs in favor of Human Aging and Cell Regeneration Therapies.

LyGenesis recently received U.S. Food and Drug Administration clearance for its Investigational New Drug application to conduct a Phase 2a clinical trial on the safety, tolerability, and efficacy of its lead cell therapy for patients with end-stage liver disease, with study initiation planned for 2021.

AgeX would issue to LyGenesis stockholders a number of shares of AgeX common stock representing two-thirds of the total number of shares of AgeX common stock to be outstanding immediately following the consummation of the merger on a fully diluted basis.

Juvenescence Limited (“Juvenescence”) is the largest shareholder of each of AgeX and LyGenesis. Juvenescence beneficially owns approximately 52.7% of the AgeX common stock, and owns approximately 48% of the common stock of LyGenesis (assuming the conversion of its convertible debt into equity).

AgeX is certainly a company to keep a close eye on.

At IBR we have followed the company for a long time and been strongly bullish from day one. You can read our in-depth analysis here – and not long after, our report on a 470% upwards spike.

 

Read the full press release here:


AgeX Therapeutics and LyGenesis to Negotiate Merger Agreement

Merger would create a clinical-stage cell therapy company

March 02, 2021 08:00 AM Eastern Standard Time

ALAMEDA, Calif. & PITTSBURGH–(BUSINESS WIRE)–AgeX Therapeutics, Inc. (“AgeX”; NYSE American: AGE), a biotechnology company developing therapeutics for human aging and cell regeneration, and LyGenesis, Inc. (“LyGenesis”), a privately held biotechnology company developing cell therapies that enable organ regeneration, announced today that they will proceed to negotiate an agreement for a merger of the two companies. LyGenesis recently received U.S. Food and Drug Administration clearance for its Investigational New Drug application to conduct a Phase 2a clinical trial on the safety, tolerability, and efficacy of its lead cell therapy for patients with end-stage liver disease, with study initiation planned for 2021. The combined company’s pipeline would also include thymus, pancreas, and kidney regeneration, in addition to the existing AgeX assets, including UniverCyte™, which uses the HLA-G gene to potentially confer low immune observability to cells to suppress rejection of transplanted cells.

About the Proposed Merger

Based on the terms currently being discussed, a newly formed subsidiary of AgeX would merge into LyGenesis. At the closing of the merger, AgeX would issue to LyGenesis stockholders a number of shares of AgeX common stock representing two-thirds of the total number of shares of AgeX common stock to be outstanding immediately following the consummation of the merger on a fully diluted basis, but prior to the issuance of additional shares in a contemplated capital raising transaction following the execution of a merger agreement and contingent on the closing of the merger. Dr. Michael Hufford, who is the current Chief Executive Officer (CEO) of LyGenesis, upon successful merger would become CEO of the entity that survives the transaction (which includes both AgeX and LyGenesis). Under the terms being discussed, if the merger is completed, AgeX’s pre-merger stockholders would receive an 80% economic interest in AgeX’s induced tissue regeneration or iTR technology; the terms and structure of such economic interest have not yet been determined.

There can be no assurance that the negotiations between AgeX and LyGenesis will result in the execution of a definitive merger agreement on the terms being discussed or at all, or, if a merger agreement is entered into, that the merger will be consummated. The completion of any merger would be subject to approval by a special independent committee of the AgeX Board of Directors and by the respective Boards of Directors of both companies. The merger would also be subject to approval by AgeX stockholders and LyGenesis stockholders, including in each case approval by both a majority of the outstanding shares and by the holders of a majority of the shares not held by Juvenescence Limited.

Juvenescence Limited (“Juvenescence”) is the largest shareholder of each of AgeX and LyGenesis. Juvenescence beneficially owns approximately 52.7% of the AgeX common stock determined as disclosed in its most recent amendment to its Schedule 13D filed with the Securities and Exchange Commission, and owns approximately 48% of the common stock of LyGenesis (assuming the conversion of its convertible debt into equity). The Chairman of AgeX’s Board of Directors, Dr. Gregory Bailey, is the Chief Executive Officer of Juvenescence. Two directors of LyGenesis, James Mellon and David Ellam, are the Chairman and the Chief Financial Officer of Juvenescence, respectively.

This communication is not an offer to sell any securities or a solicitation of any vote or approval and AgeX is not offering to sell, or soliciting an offer to buy, any securities in any state where the offer or sale is not permitted.

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Luka Marjanovic

Partner

Luka holds a Bachelor’s in International Business and a Master’s in International Management. During his undergraduate studies he worked as a research assistant in the field of Big Data; founded his own consulting firm providing services to local SME's in various sectors and invested in the capital markets; as well as working pro-bono providing education and career counselling. Prior to his business education, he studied Biology-and-Biotechnology, and served in the Danish Royal Army as Second Sergeant, leading and managing a group under extreme conditions and pressure. Luka has spent significant time abroad, living and working in seven different countries. When he's not in the office, he's chasing the next gusts windsurfing, carving the mountain snowboarding or out in the forest for a jog.

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