The shares of Common Stock that may be issued pursuant to the Purchase Agreement will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. This Current Report on Form 8-K shall not constitute an offer to sell o…

Entry into a Material Definitive Agreement. On August 21, 2026, Serina Therapeutics, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), each dated as of August 21, 2026, with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the rig…

and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly s…

Chief Executive Officer — Steve Ledger: Amended and Restated Employment Agreement was signed for Steve Ledger, the Chief Executive Officer.

Director — Farrell Simon, Pharm. D.: Appointment of Farrell Simon as a member of the Board of Directors.

and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly s…

Chief Technology Officer — Srini Tenjarla, Ph.D.: Dr. Tenjarla was promoted to Chief Technology Officer with an increased salary.

and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly s…

The filing appears to be related to a compensatory arrangement or other matter not directly involving management changes.

Entry into a Material Definitive Agreement. On March 17, 2026, Serina Therapeutics, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with Greg Bailey, as lead investor, and certain other investors (collectively, the “ Investors ”), pursuant to which the Company agreed to issue and sell, in a private placement (the “ Private Placement ”), shares of its common stock, par value $0.0001 per share (the “ Common Stock ”), pre-funded warrants to purcha…

Unregistered Sales of Equity Securities. The disclosures set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 9, 2026, Serina Therapeutics, Inc. (the “Company”) received a notification (the “Letter”) from The NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’ equity requirements of Sections 1003(a)(i), 1003(a)(ii), and 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”) requiring stockholders’ equity of (i)…

and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly s…

Entry into a Material Definitive Agreement On September 9, 2025, Serina Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an unsecured convertible note (the “Convertible Note”) with Gregory H. Bailey, M.D., a member of the Company’s Board of Directors, making available to the Company an aggregate principal amount of up to $20 million. Under the Convertible Note, borrowings may be drawn in the discretion of the Company in five tranches tied to certain clinical and operat…

The Convertible Note, the warrants, and the shares of Common Stock issuable under the Convertible Note and upon exercise of the warrants, were or will be, as applicable, issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in

and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly s…

Director — Stephen Brannan, M.D.: Dr. Stephen Brannan was appointed to the Board of Directors and will serve on the Compensation Committee.

and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly s…

Entry into a Material Definitive Agreement. On April 25, 2025, Serina Therapeutics, Inc., a Delaware corporation (“Serina” or the “Company”), entered into a Capital on Demand ™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Jones”) with respect to an at the market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an a…

Unregistered Sales of Equity Securities. The disclosures set forth in

Entry into a Material Definitive Agreement. On April 8, 2025, Serina Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain investors (collectively, the "Investors") for a private placement of securities (the "Private Placement"). At the closing of the Private Placement, the Company will issue an aggregate of 962,250 shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 (the "Series A Preferr…

Material Modification to Rights of Security Holders. The disclosures set forth in

and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly s…

Director — Dr. Milton Harris: Dr. Milton Harris departed from the Board of Directors and assumed the role of Director Emeritus.