Serina Therapeutics Inc 2025年度报告

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, 2025 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.) (State or other jurisdiction ofincorporation or organization) 601 Genome Way, Suite 2001Huntsville, Alabama 35806(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code:(256) 327-9630 Securities registered pursuant to Section 12(b) of the Act: Name of exchange on which registered NYSE 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 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesNo The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed based on the closing price forsuch stock as reported on the NYSE American on June30, 2025 (the last trading day of the registrant's second fiscal quarter of 2025) was$21.8 million. As of March18, 2026, there were outstanding 12,314,159 shares of common stock, par value $0.0001 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed for the registrant’s 2026 Annual Meeting of Stockholders are incorporatedby reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of theend of the fiscal year covered by this Annual Report on Form 10-K. Serina Therapeutics, Inc.Table of Contents Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities76Item 6.Reserved76Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations76Item 7A.Quantitative and Qualitative Disclosures about Market Risk87Item 8.Financial Statements and Supplementary Data88Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure119Item 9A.Controls and Procedures119Item 9B.Other Information120Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections120 Item 10.Directors, Executive Officers, and Corporate Governance1Item 11.Executive Compensation1Item 12.Security Ownership of