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December 18, 2023
Andrea Park
Chief Financial Officer
AgeX Therapeutics, Inc.
1101 Marina Village Parkway, Suite 201
Alameda, California 94501
Re:AgeX Therapeutics, Inc.
Registration Statement on Form S-4
Filed November 14, 2023
File No. 333-275536
Dear Andrea Park:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed November 14, 2023
Cover Page
1.Please revise the cover page to disclose, if true, that the listing approval for Serina's
securities on the NYSE American is a closing condition of the merger and that the
condition will not be waived.
Questions and Answers about the Merger, page 1
2.Please add a question and answer highlighting and explaining why the AgeX shareholders
are not receiving a proxy to vote at the Special Meeting on whether to approve the Merger
Agreement. With reference to the disclosure on page 182, explain what, if any, approval
or consent is required and when it will be sought.
3.Please add a question and answer highlighting and explaining Juvenescence’s interests in
AgeX, Serina and the combined company. Discuss Juvenescence’s role in AgeX’s
strategic review process, including its role in locating and negotiating the Merger

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 December 18, 2023 Page 2
 FirstName LastNameAndrea Park
AgeX Therapeutics, Inc.
December 18, 2023
Page 2
Agreement and funding Serina. Explain Juvenescence’s ability to exert control over
matters subject to shareholder approval. Discuss risks associated with Juvenescence’s
interests, including conflicts of interests.
4.Please add one or more questions and answers highlighting, if true, that AgeX’s board did
not shop the company, value the companies in terms of absolute/dollar values, or receive a
fairness opinion from an independent advisor.
Q. Why are the two companies proposing to merge?, page 2
5.With reference to your disclosure on page 41 concerning the elimination of in-house
research and development beginning in 2020, please revise to clarify the combined
company’s plans with respect to AgeX’s legacy assets/programs.  It should be clear
whether the combined company’s operating plan contemplates funding the development
of any AgeX programs. With reference to the disclosure on page 39, clarify the current
plan for the legacy AgeX assets following the Merger.
Prospectus Summary, page 13
6.Please balance the current discussion by providing equally prominent disclosure that
Serina has not received FDA approval for any of its product candidates and that its lead
product candidate remains in pre-clinical development.
Risk Factors Related to the Merger, page 25
7.You state in the risk factor on page 26 that, among other things, upon termination of the
Merger Agreement, "AgeX may be required to pay Serina a termination fee of $1,000,000
million or up to $1,000,000 in expense reimbursements; or Serina may be required to pay
AgeX a termination fee of $1,000,000 million or up to $1,000,000 in expense
reimbursements;". However, section 9 of the merger agreement seems to indicate the
termination fee is only "$1,000,000" instead of "$1,000,000 million", in both instances.
Please revise accordingly or explain.
Risk Factors, page 25
Risks Related to AgeX, page 33
8.On pages 33-34 and 72, you refer to "net operating losses", "net operating losses from
continuing operations" and "net operating losses from operations". Please revise to clarify
to which line items you are actually referring in each instance, as we note from the face of
your audited and unaudited financial statements that no such line items are presented.
Instead, you present such measures as Loss from operations, Net loss from continuing
operations and Net loss.
Background of the Merger, page 134
9.Please revise the disclosure at the top of page 136 to disclose the dates and amounts of
these loans.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 December 18, 2023 Page 3
 FirstName LastName
Andrea Park
AgeX Therapeutics, Inc.
December 18, 2023
Page 3
10.Please revise the October 7, 2022 entry to explain and quantify Serina’s stated need for
additional funding in connection with the deal. Add disclosure to describe the negotiations
that the parties (AgeX, Juvenescence and Serina) undertook over the ensuing months
concerning potential financing arrangements for Serina’s benefit.
11.Revise the October 19, 2022 entry to explain “the risks of the structure of the deal.”
12.Revise the October 21, 2022 entry to discuss the material terms contained in the initial
term sheet. Explain, as applicable, whether the initial term sheet contemplated that the
combined company’s operations would focus on advancing AgeX’s programs and
whether those assets/operations would remain with the combined company.
13.With reference to the October 21, 2022 entry, explain the basis for AgeX’s and
Juvenescence $100 million initial valuation for Serina and their $50 million initial
valuation for AgeX. Explain the reason(s) why the parties subsequently changed from
absolute to relative valuations, and any advantages and drawbacks to this new approach.
14.With reference to the November 9, 2022 entry, explain why the AgeX board sought to
remove the fairness opinion condition. Also explain why Dr. Bailey resigned from the
AgeX Special Committee.
15.Revise the March 8, 2023 entry, and earlier ones, as applicable, to explain why
Juvenescence loaned the $10 million to AgeX as opposed to Serina given that the cash
was intended to fund Serina’s operations. Explain here, or elsewhere, as applicable, how
the Merger will impact the status of these loans. For instance, disclose whether a debt
obligation will remain outstanding to Juvenescence, or whether the debt will be
converted to equity, or something else.
16.With reference to the March 9, 2023 entry, please discuss, if known, why Dr. West
resigned as a director of AgeX.
17.Please revise the July 7 and July 10 entries to discuss the negotiations for the structuring
of the remaining assets of AgeX prior to the closing of the Merger.
18.Revise the July 27, 2023 entry to explain the issues raised concerning the corporate
restructuring plans. Similarly revise the August 2 entry and all other entries addressing
AgeX’s current operations and corporate restructuring plans.
19.With reference to the August 5 entry, explain why Serina negotiated to have a NewCo
entity assume all of the liabilities of AgeX.
20.With reference to the August 9, 2023 entry, please revise here and elsewhere as applicable
to explain when a “majority of the minority vote” is required, and whether equity interest
in the target entity is the sole determining factor. Discuss the diligence, if any, the AgeX
board conducted to reach its determination.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 December 18, 2023 Page 4
 FirstName LastName
Andrea Park
AgeX Therapeutics, Inc.
December 18, 2023
Page 4
AgeX's Reasons for the Merger, page 151
21.We note several references to “advisors” in this section and elsewhere.  Please clarify
whether at any point in the 2020-2023 timeframe the board hired a financial advisor to
assess its strategic options and to shop the company.
22.Explain, as applicable, how the board was able to determine that the proposed merger with
Serina creates “the most value for the AgeX stockholders” absent any apparent (i) dollar
valuations of the AgeX and Serina companies or their assets or (ii) assessment of what
other private companies were willing to pay to conduct a reverse merger transaction with
a publicly listed company.
23.Identify the “other strategic options” that the AgeX Board reviewed and analyzed with its
advisors.
24.Please disclose whether AgeX’s board conducted or considered any financial analyses that
resulted in a valuation of either AgeX or Serina. In particular, discuss whether AgeX’s
board conducted or considered a liquidation analysis or analysis of precedent reverse
merger transactions. To the extent they were not conducted, explain why.
25.Explain why the AgeX board decided not to obtain an independent fairness opinion. In
light of Juvenescence’s control of AgeX and its board representation and financial interest
in Serina, explain whether AgeX considered the fairness of the Merge to AgeX’s
unaffiliated stockholders.
26.Discuss the board’s material assumptions with respect to the AgeX’s current operations
and corporate restructuring plans. With reference to the disclosures on page 178, it is
unclear whether and how the Board considered and, as applicable, valued, the Reverse Bio
and other Legacy assets in terms of the fairness of the Exchange Ratio.
27.With reference to the disclosure in the second bullet point on page 152, discuss here or
elsewhere as applicable Serina’s operating and plans and cash burn rate of the combined
company. Explain whether the Board received any financial forecasts or projections from
Serina or its advisors regarding future Serina revenues or expenses.
28.With reference to the disclosure in the fourth bullet point on page 152, discuss whether the
Board considered that the combined company currently is slated to have an interim CEO
and an interim CFO.
Serina's Reasons for the Merger, page 156
29.With reference to the first bullet point on page 157, disclose the implied valuation of
Serina.
Material U.S. Federal Income Tax Consequences of the Merger, page 165
30.Please add a section that addresses the material U.S. federal tax consequences of the
Merger to the AgeX stockholders.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 December 18, 2023 Page 5
 FirstName LastNameAndrea Park
AgeX Therapeutics, Inc.
December 18, 2023
Page 5
31.Please revise the disclosures on pages 8 and 166 to disclose the tax consequences of the
Merger to the Serina holders. We note that the current disclosure states the tax
consequences assuming that the Merger qualifies as a Section 368(a) reorganization.
Also, provide a tax opinion of counsel.  Please refer to Staff Legal Bulletin No. 19
concerning assumptions and when tax opinions are required.
Proposal No. 4: Approval of the Combined Company Charter, page 212
32.With reference to Rule 14a-4(a)(3), please identify clearly and
impartially each separate matter intended to be acted upon. For instance, and without
limitation, we note the new staggered board requirements discussed on page 378. For
additional guidance, please refer to the interpretations available at:
https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a-4a3.htm.
Description of AgeX's Business
Recent Developments, page 220
33.You disclose here that on November 9, 2023 AgeX sent notice to the licensee and
sublicensees of patent rights for certain uses of HyStem hydrogel products that AgeX was
terminating the license and sublicense agreements.  Revise this section as well as AgeX's
MD&A to quantify the expected impact of these terminations.  Quantify the impact these
license agreements had on recent periods.
Recent Developments, page 220
34.We note that you "sent a notice to the licensee and the sublicensee of patent rights for
certain uses of HyStem hydrogel products, informing them that AgeX was exercising its
rights to terminate. . . ." Please revise to disclose if there are any responsibilities left for
the parties to perform, the payment terms of this licensing agreement, including any
upfront payments paid, royalty rates, and if there are any payments left to be made prior to
the termination date. Moreover, please revise to disclose what, if any, are the implications
of this termination to your patent applications that have licensed Lineage components.
Description of Serina's Business, page 248
35.We refer to the POZ technology advantages included in the bullet points on page 248.
Please tell us your basis for making these comparisons and performance claims given the
status of product development. Revise, as applicable, to discuss whether Serina has tested
its candidates against FDA-approved PEG drugs.  Revise all references to “studies” to
clarify whether these studies are preclinical in nature.
Serina’s Development Pipeline, page 251
36.Revise to disclose the reason(s) why Serina determined not to advance SER 214. Discuss
when that decision was made and, if applicable, when the search for partnership
opportunities commenced.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 December 18, 2023 Page 6
 FirstName LastName
Andrea Park
AgeX Therapeutics, Inc.
December 18, 2023
Page 6
37.With reference to the three product candidates involving existing drug conjugates, please
disclose whether Serina has a license or will need a license to commercialize a pipeline
product that uses/modifies an existing drug using its POZ drug delivery technology.
Company and POZ Development Background, page 252
38.We note on page 255 that Serina and Pfizer, Inc. entered into a non-exclusive license
agreement. Please revise to disclose whether the upfront payment has been made and
disclose the amount rather than a range or advise. Also disclose the royalty rate (or a range
within 10 percentage points).  File the agreement as an Exhibit or advise.
39.We note that "Serina completed a successful SER 214 Phase 1a clinical study in 19
subjects in July 2017." Please revise your disclosure on page 258 to discuss the objective
results for the 19 patients, the safety endpoints, and the p-values.
Serina-Owned Intellectual Property, page 279
40.Please revise to disclose for each material patent and patent application the expiration date
and the type of patent protection for Serina's POZ technology.
AgeX Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments, page 310
41.You disclose that on November 7, 2023 you modified the terms of preferred stock to
permit the preferred stock to qualify as permanent equity.  Please provide us with the
details of the modifications and how you evaluated the revised terms in determining that
the preferred stock qualified as permanent equity.  Provide us with your detail analysis of
the applicable accounting guidance in determining that equity treatment was appropriate,
citing the guidance considered and that you relied upon.
Critical Accounting Estimates, page 312
42.In the Accounting for Warrants estimate on page 314, you state "We do not have any
liability classified warrants as of any period presented." However, we note liability-
classified warrants as of December 31, 2022, as indicated on the face of certain of your
financial statements and accompanying footnotes (refer to pages F-4, F-7, F-14 and F-25-
F-26). Please revise accordingly.
Results of Operations, page 320
43.Revise your discussion of your research and development expenses to clearly identify the
projects you actively pursued during the periods presented.  You disclose on page 326 that
you have eliminating internal research and development activities.  Revise to quantify the
impact eliminating these activities on your research and development expenses during the
periods present as well as your expectations for future periods.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 December 18, 2023 Page 7
 FirstName LastName
Andrea Park
AgeX Therapeutics, Inc.
December 18, 2023
Page 7
Serina Management's Discussion and Analysis..., page 329
44.Please revise to disclose here, or elsewhere as