Stockholders’ Equity (Deficit) |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Increase in Authorized Shares Effective June 17, 2026, the Company's stockholders approved an amendment to the Company's First Amended and Restated Certificate of Incorporation at the Company’s 2026 Annual Meeting of Stockholders to increase the number of authorized shares of common stock, par value $0.0001 per share, from 40 million shares to 125 million shares. March 2026 Securities Purchase Agreement On March 17, 2026, the Company entered into the March 2026 PIPE with certain investors, pursuant to which the Company agreed to issue and sell, in a private placement, shares of its common stock, par value $0.0001 per share, pre-funded warrants to purchase shares of common stock (the “Pre-Funded Warrants”) and redeemable warrants to purchase shares of common stock (the “Redeemable Warrants”, and collectively, the “Securities”). The purchase price for the Securities in the March 2026 PIPE was $2.25 per share of common stock (or $2.2499 per Pre-Funded Warrant, reflecting a $0.0001 exercise price). The Pre-Funded Warrants were issued in lieu of common stock to certain investors to satisfy applicable beneficial ownership and stockholder approval requirements. The Pre-Funded Warrants are exercisable for shares of common stock at an exercise price of $0.0001 per share, subject to certain adjustments. The Pre-Funded Warrants became exercisable on the later of (i) the date stockholder approval was obtained, or (ii) determined to not be required. The Pre-Funded Warrants will remain outstanding and exercisable until exercised in full. As of June 30, 2026 there are 306,009 Pre-Funded Warrants remained outstanding and unexercised. Each March 2026 PIPE investor also received a Redeemable Warrant to purchase a number of shares of common stock equal to 50% of the common shares or Pre-Funded Warrants purchased in the March 2026 PIPE. The Redeemable Warrants have an exercise price of $5.00 per share, subject to certain adjustments. The Redeemable Warrants also became exercisable on the later of the date stockholder approval is obtained, or determined to not be required, and have a four-year term. The Company has the right to call the Redeemable Warrants, in whole or in part, for redemption at a price of $0.01 per underlying share of common stock at any time that the closing price of the Company's common stock equals or exceeds $10.00 per share, subject to adjustment, following the earlier of (i) 30 days after the dosing of the first patient in Cohort 2 of the Company’s SER-252 Phase 1b single-ascending dose (SAD) clinical study or (ii) September 30, 2026. Holders will have 30 days from the Company's exercise of the call option to exercise the Redeemable Warrants prior to redemption. The Pre-Funded Warrants and Redeemable Warrants both also contain customary beneficial ownership limitations and customary anti-dilution adjustments. The exercise price and the number of shares of common stock issuable upon exercise of the Pre-Funded Warrants and the Redeemable Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The March 2026 PIPE provided that at the initial closing on or before March 20, 2026, investors would purchase at least an aggregate of $15.0 million of Securities under Tranche A. Investors were also given the right for one or more additional closings of up to an aggregate of $15.0 million under Tranche B (“Tranche B”), with an obligation for investors to purchase at least an aggregate $5.0 million of Securities under Tranche B within 20 days after the closing of Tranche A, with the lead investor obligated to backstop such amount, subject to syndication. Any additional amounts purchased under Tranche B above the $5.0 million were required to be funded within a subsequent 20-day period. On March 19 and 20, 2026, the investors funded the full $15.0 million of Tranche A, and the Company issued 0.4 million shares of common stock, 6.2 million Pre-Funded Warrants and 3.3 million Redeemable Warrants. On March 23, 2026, the Company completed the first closing of Tranche B and issued 0.4 million shares of common stock and 0.2 million Redeemable Warrants for gross proceeds of approximately $1.0 million. On April 8, 2026, the Company completed a second closing of Tranche B under the March 2026 PIPE and issued 0.1 million shares of common stock, 2.2 million Pre-Funded Warrants and 1.2 million Redeemable Warrants for gross proceeds of $5.2 million. The remaining $8.8 million of Securities available under Tranche B expired unexercised in April 2026. Upon closing, total gross proceeds received under the March 2026 PIPE were $21.2 million. The closing also satisfied the requirements for the automatic conversion of all outstanding shares of the Series A Preferred Stock and any accrued but unissued PIK Shares into shares of the Company's common stock. The conversion price of the Series A Preferred Stock was also automatically adjusted to $2.25 per share from $5.18 per share. In connection with the March 2026 PIPE, the Company entered into a Registration Rights Agreement covering the resale of the registrable securities on May 22, 2026, which was declared effective on June 3, 2026. On June 17, 2026, pursuant to the terms of the Pre-Funded Warrants, upon receiving stockholder approval at the Company's 2026 Annual Meeting of Stockholders, 8,161,492 of the Pre-Funded Warrants were promptly net exercised into 8,161,444 shares of common stock as of June 19, 2026. The Company concluded that the common stock, Pre-Funded Warrants and Redeemable Warrants issued in the Tranche A closing met the conditions for equity classification and, accordingly, were recorded in additional paid-in capital on issuance. The Company determined that the commitment to issue common stock, Pre-Funded Warrants and Redeemable Warrants under Tranche B is liability classified, since the number of Securities issuable varies based on the number of Securities ultimately purchased by investors. The Company recognized a Tranche Liability at fair value for these contingently issuable instruments, which will be remeasured to fair value each reporting period until settlement or expiration, with a charge or credit to change in fair value of tranche liability in the condensed consolidated statement of operations. The remaining proceeds were allocated to the Securities issued in Tranche A and recorded in additional paid-in capital. Upon issuance of the common stock and Redeemable Warrants under Tranche B on March 23, 2026, the Company concluded that these instruments met the conditions for equity classification as the shares underlying these instruments became fixed. Accordingly, the Company remeasured to fair value the portion of the Tranche Liability related to the instruments issued and reclassified the balance to additional paid-in capital. As a condition to the initial closing, the Company and the holders of its 2025 Convertible Note, entered into an amendment of such note, effective upon the initial closing, removing any further obligations to borrow or loan funds under the Note. See Note 4, Related Party Transactions. Series A Convertible Preferred Stock On April 8, 2025, the Company entered into a securities purchase agreement for a private placement of 965,250 shares of Series A Convertible Preferred Stock, par value $0.0001 (the "Series A Preferred Stock"), at $5.18 per share for net proceeds of $4.9 million. The Series A Preferred Stock earns cumulative dividends at a rate of 8% per annum that are declared annually beginning on March 31, 2026, and paid in shares of the Company's common stock ("PIK Shares"). The closing of the March 2026 PIPE in April 2026 reduced the Series A Preferred Stock conversion price from $5.18 to $2.25 per share, triggering both the mandatory conversion of all outstanding Series A Preferred Stock and the down-round protection feature under ASC 260, Earnings Per Share. To comply with NYSE American rules, conversion occurred in two tranches: a limited portion converted in May 2026 without stockholder approval, with the remainder converting following stockholder approval obtained at the Company's 2026 Annual Meeting of Stockholders on June 17, 2026. As of June 30, 2026, all Series A Preferred Stock had been converted, resulting in the issuance of approximately 2.3 million shares of common stock. The triggered down-round feature resulted in a deemed dividend of $2.5 million, recorded as a debit and offsetting credit to additional paid-in capital on our accompanying Balance Sheets, with no net impact on total stockholders' equity. Merger Warrants In connection with the March 2024 Merger, the Company issued each holder of AgeX common stock three warrants ("Post-Merger Warrants") for each five shares of AgeX common stock held by such stockholder, as well as warrants to purchases shares of its common stock (“Incentive Warrants”). In November 2024, the Company entered into a subsequent transaction with Juvenescence whereby Juvenescence surrendered its outstanding Post-Merger Warrants, including all underlying Incentive Warrants, and the Company would issue warrants to replace the surrendered warrants (“Replacement Incentive Warrants” and together with the Incentive Warrants, the “Merger Warrants”). As of June 30, 2026, Juvenescence held 377,865 Incentive Warrants and 755,728 Replacement Incentive Warrants, and an additional 65 Incentive Warrants were held by other holders (377,930 Incentive Warrants outstanding in total). The Merger warrants have an exercise price of $18.00 per share and expire on March 26, 2028. The Company classifies the Incentive and Replacement Incentive Warrants as liabilities. See Note 5, Fair Value Measurements, regarding accounting for warrant liabilities. Contingent Warrants On September 9, 2025, in connection with the 2025 Convertible Note, the Company agreed to issue to the lender Contingent Warrants exercisable into an aggregate of up to 3,861,004 shares of the Company's common stock based on amounts drawn under the note with an exercise price equal to $5.44 per share. See Note 4, Related Party Transactions, for a discussion of the impact of recent FDA communication on the clinical study and achievement of Milestones. As the number of shares underlying each Contingent Warrant was not fixed and varied depending on the amount drawn under each tranche of the 2025 Convertible Note, the Contingent Warrants did not meet equity classification criteria and were recorded as a warrant liability. In September 2025, upon the Company's draw down of the First Tranche of the 2025 Convertible Note, the number of shares underlying the First Tranche Contingent Warrants became fixed at 965,251 shares and equity classification criteria were met. Therefore, the Company remeasured the warrant liability related to the first tranche Contingent Warrants to the fair value of $2.0 million, and reclassified the first tranche Contingent Warrants from liabilities to additional paid-in capital. In March 2026, in connection with the amendment of the 2025 Convertible Note, the remaining Contingent Warrants were extinguished. No liability-classified Contingent Warrants remain outstanding as of June 30, 2026. See Note 4, Related-Party Transactions, and Note 5, Fair Value Measurements, for additional information on the Contingent Warrants. Former AgeX Warrants During the six months ended June 30, 2026, 53,979 Former AgeX warrants expired. As of June 30, 2026, there were no Former AgeX warrants issued and outstanding. These warrants were issued in connection with drawdowns of loan funds by AgeX from Juvenescence under the 2022 Secured Note and were equity classified. At-the-Market Offerings On April 25, 2025, the Company entered into a sales agreement (the "Sales Agreement") with JonesTrading Institutional Services LLC (the "Sales Agent"), with respect to an ATM program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $13.3 million through the Sales Agent. The Company will pay the Sales Agent a commission up to 3.0% of the gross sales proceeds of any shares sold under the Sales Agreement. As of June 30, 2026, the Company has sold 3.6 million shares of its common stock, resulting in gross proceeds of $13.2 million.
|