Form 8-K

8-K — Serina Therapeutics, Inc.

Accession: 0001708599-26-000040

Filed: 2026-06-24

Period: 2026-06-17

CIK: 0001708599

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Documents

8-K — ser-20260617.htm (Primary)

EX-3.1 (serina-firstcertificateofa.htm)

EX-10.1 (serina-amendmentto2024equi.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ser-20260617.htm · Sequence: 1

ser-20260617

000170859912/31false00017085992026-06-172026-06-1700017085992026-01-012026-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 17, 2026

Serina Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware 1-38519 82-1436829

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

(Address of principal executive offices)

(256) 327-9630

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of exchange on which registered

Common Stock, par value $0.0001 per share SER NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

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 13(a) of the Exchange Act. o

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of June 17, 2026, Serina Therapeutics, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s First Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the authorized shares of the Company’s common stock, par value $0.0001 per share (“common stock”), from 40,000,000 to 125,000,000 shares. The Certificate of Amendment was approved by stockholders at the Company’s Annual Meeting as described in Item 5.07 below.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Board of Directors of the Company held the Company’s 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) on June 17, 2026. A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1

Election of Three Directors

Voting results for the election of directors were as follows:

Nominees

For

Withheld

Broker Non-Votes

Gregory H. Bailey, M.D.

4,732,486

15,785

5,484,033

Richard Marshall, CBE, M.D., Ph.D.

4,618,312

129,959

5,484,033

Jay Venkatesan, M.D.

4,670,609

77,662

5,484,033

Accordingly, all three of the Company’s nominees were elected to serve as directors of the Company until the 2029 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified.

Proposal 2

Approval of the Share Increase Proposal

As described in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”), the proposed Certificate of Amendment to the Certificate of Incorporation to increase the number of the Company’s authorized shares of common stock from 40,000,000 shares to 125,000,000 shares was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

9,066,239

478,876

687,189

—

Proposal 3

Approval of the 2024 Incentive Plan Amendment Proposal

As described in the Company’s Proxy Statement, a proposed amendment to the Serina Therapeutics, Inc. 2024 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 2,000,000 shares was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

4,256,290

370,546

121,435

5,484,033

Proposal 4

Approval of the Conversion Proposal

As described in the Company’s Proxy Statement, the issuance of common stock in connection with the conversion of certain existing Series A Preferred Stock into common stock was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

4,706,222

36,639

5,410

5,484,033

Proposal 5

Approval of the Private Placement Proposal

As described in the Company’s Proxy Statement, the issuance of common stock in connection with the exercise of certain existing Private Placement Securities into common stock was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

4,691,390

50,543

6,338

5,484,033

Proposal 6

Approval of the Say-on-Pay Proposal

As described in the Company’s Proxy Statement the compensation of the Company’s Named Executive Officers was approved on an advisory basis by the following vote:

For

Against

Abstain

Broker Non-Votes

4,575,286

47,384

125,601

5,484,033

Proposal 7

Approval of the Say-on-Pay Frequency Proposal

As described in the Company’s Proxy Statement, a frequency of every one year for future advisory votes on the compensation of the Company’s Named Executive Officers was approved on an advisory basis by the following vote:

One Year

Two Years

Three Years

Abstain

3,707,911

194,414

398,660

447,286

Proposal 8

Ratification of the Appointment of Auditors

Ratification of the appointment of Frazier & Deeter, LLC as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

9,964,933

265,157

2,214

—

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

3.1

First Certificate of Amendment to the First Amended and Restated Certificate of Incorporation of Serina Therapeutics, Inc., dated June 17, 2026.

10.1

First Amendment to the Serina Therapeutics, Inc. 2024 Equity Incentive Plan.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERINA THERAPEUTICS, INC.

Date: June 24, 2026

By: /s/ Steve Ledger

Chief Executive Officer

EX-3.1

Filename: serina-firstcertificateofa.htm · Sequence: 2

Document

FIRST CERTIFICATE OF AMENDMENT

TO THE

FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SERINA THERAPEUTICS, INC.

SERINA THERAPEUTICS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

FIRST: This First Certificate of Amendment amends the provisions of the Corporation’s First Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on March 26, 2024, as amended by that certain Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation, filed with the Secretary of State on April 10, 2025, and that certain Certificate of Correction of the Corporation, filed with the Secretary of State on May 22, 2025 (the “First Amended and Restated Certificate of Incorporation”).

SECOND: Section 4.1 of the Corporation’s First Amended and Restated Certificate of Incorporation shall be amended and restated in its entirety to read as follows:

“4.1 Authorized Shares. The corporation is authorized to issue two classes of stock, which shall be designated “Common Stock” and “Preferred Stock.” The number of shares of Common Stock which the corporation is authorized to issue is one hundred and twenty-five million (125,000,000), with a par value of $0.0001 per share. The number of shares of Preferred Stock which the corporation is authorized to issue is five million (5,000,000), with a par value of $0.0001 per share.”

THIRD: This First Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this First Certificate of Amendment to be duly executed in its corporate name as of the 17th day of June, 2026.

SERINA THERAPEUTICS, INC.

By:

/s/ Steve Ledger

Name: Steve Ledger

Title: Chief Executive Officer

EX-10.1

Filename: serina-amendmentto2024equi.htm · Sequence: 3

Document

AMENDMENT

TO THE

SERINA THERAPEUTICS, INC.

2024 EQUITY INCENTIVE PLAN

THIS AMENDMENT TO THE SERINA THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN (this “Amendment”) is effective as of June 17, 2026. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section references shall refer to the Plan.

RECITALS

WHEREAS, Serina Therapeutics, Inc. (the “Company”) currently awards long-term compensation to certain non‑employee directors, employees, and consultants under its 2024 Equity Incentive Plan (as amended, the “Plan”);

WHEREAS, pursuant to Section 4.1(b) of the Plan, the number of shares of Common Stock reserved for issuance under the Plan increased automatically on January 1, 2026, to 3,210,478 shares of Common Stock; and

WHEREAS, the Board has determined that it is advisable and in the best interest of the Company, subject to the approval of the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders, to amend the Plan to (i) to increase the number of shares of Common Stock reserved for issuance under the Plan by an additional 2,000,000 shares, from 3,210,478 shares to 5,210,478 shares, and (ii) to revise the definition of “Evergreen Date” to begin with the first day of the 2027 Fiscal Year, reflecting that the 2026 Evergreen Increase shares will be included in the increased Share Reserve.

NOW, THEREFORE, the Plan shall be amended effective as of the date hereof as follows:

1. Section 4.1(a) of the Plan is deleted in its entirety and replaced with the following:

“(a) Subject to adjustment in accordance with Section 4.1(b) and Section 11, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 5,210,478 shares (the “Share Reserve”). The shares of Common Stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.”

2. Section 4.1(b) of the Plan is deleted in its entirety and replaced with the following:

“(b) The Share Reserve will increase automatically on the first day of each fiscal year of the Company (each, a “Fiscal Year”) beginning with the 2027 Fiscal Year and ending on (and including) the first day of the 2034 Fiscal Year (each, an “Evergreen Date”), in each case, in an amount equal to five percent (5%) of the outstanding shares of Common Stock on the last day of the immediately preceding Fiscal Year (each, an “Evergreen Increase”). Notwithstanding the foregoing, the Board may act prior to the Evergreen Date of a given Fiscal Year to provide that there will be no Evergreen Increase for such Fiscal Year, or that the Evergreen Increase for such Fiscal Year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.”

3. Except as modified herein, all other terms and conditions of the Plan shall remain in full force and effect. In the event of a conflict between this Amendment and the Plan, this Amendment shall control.

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Plan, to be effective as of the date first written above.

B-1

SERINA THERAPEUTICS, INC.

By: /s/ Steve Ledger

Name: Steve Ledger

Title: Chief Executive Officer

B-2

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