Merger would create a clinical-stage cell
therapy company
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.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210302005503/en/
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.
This communication is for informational purposes only and
does not constitute an offer to sell any shares of AgeX common
stock or a solicitation of any vote or approval, nor is it a
substitute for a prospectus that may be included in a registration
statement that may be filed by AgeX with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended, with respect to the potential merger transaction, or a
proxy statement that may be provided to AgeX stockholders.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY PROSPECTUS OR
PROXY STATEMENT FOR THE MERGER TRANSACTION AND ALL OTHER RELEVANT
DOCUMENTS THAT AGEX MAY FILE WITH THE SEC, IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. All
documents referred to above, if and when filed by AgeX, will be
available free of charge at the SEC’s website (www.sec.gov) or by
directing a request to AgeX’s Chief Financial Officer at 1101
Marina Village Parkway, Suite 201, Alameda, California 94501 or
apark@agexinc.com.
About AgeX Therapeutics
AgeX Therapeutics, Inc. (NYSE American: AGE) is focused on
developing and commercializing innovative therapeutics for human
aging. Its PureStem® and UniverCyte™ manufacturing and
immunotolerance technologies are designed to work together to
generate highly-defined, universal, allogeneic, off-the-shelf
pluripotent stem cell-derived young cells of any type for
application in a variety of diseases with a high unmet medical
need. AgeX has two preclinical cell therapy programs: AGEX-VASC1
(vascular progenitor cells) for tissue ischemia and AGEX-BAT1
(brown fat cells) for Type II diabetes. AgeX’s revolutionary
longevity platform induced Tissue Regeneration (iTR™) aims to
unlock cellular immortality and regenerative capacity to reverse
age-related changes within tissues. AgeX is developing its core
product pipeline for use in the clinic to extend human healthspan
and is seeking opportunities to establish licensing and
collaboration agreements around its broad IP estate and proprietary
technology platforms.
For more information, please visit www.agexinc.com or connect
with the company on Twitter, Facebook, and YouTube.
About LyGenesis, Inc
LyGenesis is a biotechnology company whose cell therapies enable
organ regeneration by using a patient’s lymph nodes as bioreactors
to regrow functioning ectopic organs. LyGenesis’s cell therapies
are engrafted using endoscopic ultrasound procedure, which is
associated with decreased medical risks and costs relative to full
organ transplantation. LyGenesis’s lead allogeneic cell therapy
program is focused on liver regeneration for patients with end
stage liver disease. Its drug development pipeline includes
positive preclinical data for thymus, pancreas, and kidney
regeneration. Privately held, LyGenesis is headquartered in
Pittsburgh, Pennsylvania. To learn more, please visit
lygenesis.com.
Forward-Looking Statements
Certain statements contained in this release are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are
not historical fact including, but not limited to statements that
contain words such as “will,” “believes,” “plans,” “anticipates,”
“expects,” “estimates” should also be considered forward-looking
statements. Forward-looking statements involve risks and
uncertainties. Actual results may differ materially from the
results anticipated in these forward-looking statements and as such
should be evaluated together with the many uncertainties that
affect the business of AgeX Therapeutics, Inc. and its subsidiaries
particularly those mentioned in the cautionary statements found in
more detail in the “Risk Factors” section of AgeX’s Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission (copies of which may be obtained
at www.sec.gov). Further, the potential merger with LyGenesis is
subject to additional risks and uncertainties, including (i)
negotiation of a definitive merger agreement, (ii) approval of a
merger agreement by the respective boards of directors of AgeX and
LyGenesis, (iii) approval of the merger agreement by AgeX
stockholders, (iv) the satisfaction or waiver of such contractual
conditions to the merger as may be included in the merger
agreement, (v) the ability of AgeX and LyGenesis to raise
additional capital for the merged company, (vi) potential
difficulties integrating the business practices and operations of
AgeX with the business practices and operations of LyGenesis;
including potential difficulties in conforming accounting policies,
procedures, internal controls, and financial records of LyGenesis
with AgeX, (vii) the uncertain expense and outcome of the planned
clinical trial of LyGenesis’ liver failure treatment, (viii) the
cost and risks associated with the development of additional cell
therapies in the LyGenesis product pipeline, (ix) unexpected
expenditures or assumed liabilities that may be incurred as a
result of the merger, (x) inability to accurately forecast the
performance of LyGenesis and AgeX as an integrated company, and
(xii) expected synergies between LyGenesis and AgeX may be
materially different from actual results. Subsequent events and
developments may cause these forward-looking statements to change.
AgeX specifically disclaims any obligation or intention to update
or revise these forward-looking statements as a result of changed
events or circumstances that occur after the date of this release,
except as required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210302005503/en/
Contact for AgeX: Andrea Park Chief Financial Officer
apark@agexinc.com (510) 671-8620
Contact for LyGenesis: Argot Partners Natallia Clancy
Heather Savelle LyGenesis@argotpartners.com (212) 600-1902
AgeX Therapeutics (AMEX:AGE)
Historical Stock Chart
From Apr 2024 to May 2024
AgeX Therapeutics (AMEX:AGE)
Historical Stock Chart
From May 2023 to May 2024