Serina Therapeutics Inc美股招股说明书(2025-03-25版)

Serina Therapeutics, Inc. Primary Offering ofUp to 3,000,568 Shares of common stock Issuable Upon Exercise of Warrantsand Up to 1,500,284 Warrants to Purchase Shares of common stock and Secondary Offering ofUp to 1,889,321 Shares of common stock Issuable Upon Exercise of Warrantsand Up to 2,267,188 Shares of common stock outstanding This prospectus supplement updates, amends and supplements the prospectus dated July 9, 2024 (the “Prospectus”), which forms a part of our registration statement onForm S-1 (No. 333-279121). This prospectus supplement is being filed to update the prospectus with the information contained in our Annual Report on Form 10-K,filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 (the “Annual Report”). The text of the Annual Report and those exhibits filed aspart of the Annual Report are attached to and a part of this prospectus supplement. The Prospectus and this prospectus supplement relates to the offer and sale from time to time by us of up to: (i) 1,500,284 shares of common stock issuable upon theexercise of Post-Merger Warrants which are exercisable at a price of $13.20 per share; (ii) 1,500,284 Incentive Warrants; and (iii) 1,500,284 shares of common stockissuable upon the exercise of Incentive Warrants which are exercisable at a price of $18.00 per share (together, the Post-Merger Warrants and the Incentive Warrants arereferred to as the “Warrants”). The Prospectus and this prospectus supplement also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “sellingsecurityholders”) of up to 4,156,509 shares of our common stock consisting of (i) up to 755,728 shares of our common stock issuable upon the exercise of 755,728 Post-Merger Warrants; (ii) up to 1,133,593 shares of our common stock issuable upon the exercise of 1,133,593 Incentive Warrants; and (iii) up to 2,267,188 shares of ourcommon stock outstanding as of the date hereof. The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing marketprices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Warrants, except with respect to amountsreceived by us upon the exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regardto compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of shares ofcommon stock or the Warrants. See “Plan of Distribution” beginning on page 165 of the Prospectus. Our registration of the securities covered by the Prospectus and this prospectus supplement does not mean that either we or the selling securityholders will issue, offer This prospectus supplement should be read in conjunction with the Prospectus, and this prospectus supplement is qualified by reference to the Prospectus, except to theextent that the information provided by this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus dated July 9, 2024 with respect tothe securities described above, including any amendments or supplements thereto. Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page 5 of the Prospectus to read about factors you should considerbefore buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is March 24, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________Commission file number 1-38519 Serina Therapeutics, Inc.(Exact name of registrant as specified in its charter) 82-1436829(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction of incorporation or organization) 601 Genome Way, Suite 2001Huntsville, Alabama 35806(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code:(256) 327-9630Securities registered pursuant to Section 12(b) of the Act: Name of exchange on which registeredNYSE American Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule