Ademi LLP is investigating AgeX (NYSE American: AGE) for possible breaches of fiduciary duty and other violations of law in its transaction with Serina.
Upon completion of the merger, pre-merger AgeX stockholders are expected to own approximately 25% of the newly combined company while pre-merger Serina stockholders are expected to own approximately 75% of the newly combined company. AgeX insiders will receive substantial benefits as part of change of control arrangements. In addition, AgeX will issue to each AgeX stockholder three warrants for each five shares of AgeX common stock held by such stockholder (each a “Post-Merger Warrant”). Each Post-Merger Warrant will be exercisable for one unit at a price equal to $13.20 and will expire on July 31, 2025. Each unit will consist of (i) one share of common stock of AgeX and (ii) one warrant (each such warrant, an “Incentive Warrant”) that will be exercisable to purchase one share of common stock of AgeX at a price equal to $18.00 and that will expire in four years.
We are investigating the conduct of AgeX’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.