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    Gibson,
    Dunn & Crutcher LLP

    811
    Main Street

    Houston,
    TX 77002-6117

    Tel
    346.718.6600

    gibsondunn.com

January
16, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance, Office of Life Sciences

100
F Street, NE

Washington,
DC 20549

    Attention:
    Cindy
    Polynice

    Joe
    McCann

    Jenn
    Do

    Kevin
    Vaughn

    Re:
    AgeX
    Therapeutics, Inc.

    Registration
    Statement on Form S-4

    Filed
    November 14, 2023

    File
    No. 333-275536

Ladies
and Gentlemen:

This
letter is submitted on behalf of AgeX Therapeutics, Inc. (the “Company”) in response to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form S-4 (File No: 333-275536) filed on November 14, 2023 (the “Registration
Statement”), as set forth in the Staff’s letter dated December 18, 2023 (the “Comment Letter”). The
Company is concurrently submitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which includes
changes to reflect responses to the Staff’s comments and other updates.

For
reference purposes, the text of the Comment Letter (italicized) has been reproduced herein with responses below each numbered comment.
Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and
page references in the responses refer to Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the
meanings set forth in Amendment No. 1.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and on page 6 of Amendment No.
1 to reflect the Staff’s comment.

Abu
Dhabi ● Beijing ● Brussels ● Century City ● Dallas ● Denver ● Dubai ● Frankfurt ● Hong
Kong ● Houston ● London ● Los Angeles Munich ● New York ● Orange County ● Palo Alto ● Paris
● Riyadh ● San Francisco ● Singapore ● Washington, D.C.

U.S.
Securities and Exchange Commission

January
16, 2024

Page
2

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 182 of Amendment No. 1 to reflect
the Staff’s comment.

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 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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 4-5 of Amendment No. 1 to reflect
the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 4 of Amendment No. 1 to reflect the
Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 2, 14, 36, 230, 232 and 407
of Amendment No. 1 to reflect the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 14, 253, 256 and 261
of Amendment No. 1 to reflect the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 25 of Amendment No. 1 to reflect the
Staff’s comment.

U.S.
Securities and Exchange Commission

January
16, 2024

Page
3

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 32-33 and 71 of Amendment
No. 1 to reflect the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 135 of Amendment No. 1 to reflect the
Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 135 of Amendment No. 1 to reflect the
Staff’s comment.

11. Revise
                                            the October 19, 2022 entry to explain “the risks of the structure of the deal.”

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 136 of Amendment No. 1 to reflect the
Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 136 of Amendment No. 1 to reflect the
Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 136 of Amendment No. 1 to reflect the
Staff’s comment.

U.S.
Securities and Exchange Commission

January
16, 2024

Page
4

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 136 of Amendment No. 1 to reflect
the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 135 of Amendment No. 1 to reflect
the Staff’s comment.

16. With
                                            reference to the March 9, 2023 entry, please discuss, if known, why Dr. West resigned as
                                            a director of AgeX.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 139 of Amendment No. 1 to reflect
the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 144 of Amendment No. 1 to reflect
the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 146 of Amendment No. 1 to reflect
the Staff’s comment.

19. With
                                            reference to the August 5 entry, explain why Serina negotiated to have a NewCo entity assume
                                            all of the liabilities of AgeX.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 147 of Amendment No. 1 to reflect
the Staff’s comment.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and respectfully responds that the Company is not aware of circumstances where
a “majority of the minority” vote is required by law. The Company directs the Staff to the Delaware Supreme Court’s
decisions in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), and Kahn v. M & F Worldwide Corporation, 88 A.3d 635
(Del. 2014), and their progeny, regarding the circumstances where a “majority of the minority” vote may permit the board
of a Delaware corporation to rely on the business judgement rule in the context of an M&A transaction.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 153 of Amendment No. 1 to reflect
the Staff’s comment.

U.S.
Securities and Exchange Commission

January
16, 2024

Page
5

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 th