Form POS EX Serina Therapeutics,
As filed with the Securities and Exchange Commission on March 24, 2025.
Registration No. 333-279121
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM
S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SERINA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in our Charter)
| Delaware | 2834 | 82-1436829 | ||
| (State
or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
601 Genome Way, Suite 2001
Huntsville, Alabama 35806
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Steven
Ledger
Chief Executive Officer
601 Genome Way, Suite 2001
Huntsville, Alabama 35806
(256)
327-9630
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Please send copies of all communications to:
Scott Ludwig
Stephen C. Hinton
Bradley Arant Boult Cummings LLP
200 Clinton Avenue
Huntsville, Alabama 35801
(256) 517-5100
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer | ☐ |
| Non-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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Addition of Exhibit
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-279121) is being filed to include as an exhibit Frazier & Deeter, LLC’s consent to the use of its report dated March 24, 2025, with respect to the consolidated financial statements of Serina Therapeutics, Inc. (the “Company”) included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 in such registration statement and the related prospectus. The report of Frazier & Deeter, LLC was filed in the Prospectus Supplement No. 2 dated March 24, 2025 filed pursuant to Rule 424(b)(3).
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
| Exhibit Number | Description of Document | |
| 23.1* | Consent of Frazier & Deeter, LLC |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, City of Huntsville, State of Alabama, on March 24, 2025.
| SERINA THERAPEUTICS, INC. | ||
| By: | /s/ Steven Ledger | |
| Steven Ledger | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Balkrishan (Simba) Gill | Executive Chairman of the Board of Directors | March 24, 2025 | ||
| Balkrishan (Simba) Gill | ||||
| /s/ Steven Ledger | Chief Executive Officer and Director | March 24, 2025 | ||
| Steven Ledger | (Principal Executive Officer) | |||
| /s/ Gregory S. Curhan | Chief Financial Officer | March 24, 2025 | ||
| Gregory S. Curhan | (Principal Financial and Accounting Officer) | |||
| /s/Greg Bailey | Director | March 24, 2025 | ||
| Gregory H. Bailey | ||||
| /s/ Remy Gross | Director | March 24, 2025 | ||
| Remy Gross | ||||
| /s/ Richard Marshall | Director | March 24, 2025 | ||
| Richard Marshall | ||||
| /s/ Jay Venkatesan | Director | March 24, 2025 | ||
| Jay Venkatesan | ||||
| /s/ Karen J. Wilson | Director | March 24, 2025 |
Karen J. Wilson
ATTACHMENTS / EXHIBITS
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