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    Gibson,
    Dunn & Crutcher LLP

    811
    Main Street

    Houston,
    TX 77002-6117

    Tel
    346.718.6600

    gibsondunn.com

February
6, 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

    Laura
    Crotty

    Jenn
    Do

    Kevin
    Vaughn

    Re:
    AgeX
    Therapeutics, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-4/S-1

    Filed
    January 16, 2024

    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 Amendment No. 1 (“Amendment No. 1”) to Registration Statement on Form S-4/S-1
(File No: 333-275536) filed on January 16, 2024 (the “Registration Statement”), as set forth in the Staff’s
letter dated February 1, 2024 (the “Comment Letter”). The Company is concurrently submitting Amendment No. 2 to the
Registration Statement (“Amendment No. 2”), 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. 2. All capitalized terms used and not otherwise defined herein shall have the
meanings set forth in Amendment No. 2.

Amendment
No. 1 to Registration Statement on Form S-4 filed January 16, 2024

Cover
Page

    1.
    We
    note your response to our prior comment 1. Given that the NYSE American listing condition is waivable, please further revise your
    disclosure to indicate whether recirculation or resolicitation of shareholders will occur prior to the vote if the listing application
    is not approved but the condition is waived. If AgeX shareholders will not have certainty regarding the listing of the combined company’s
    shares at the time they are asked to vote, please clarify this fact. Please also provide risk factor disclosure that addresses the
    potential consequences of the parties waiving the condition and the closing occurring without the NYSE listing, including but not
    limited to the liquidity implications thereof.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 6 of Amendment No. 2 to confirm that the
condition will not be waived.

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

February 6, 2024

Page 2

Questions
and Answers about the Merger

Q:
Did the AgeX Board engage an independent financial advisor to shop AgeX or deliver a

fairness
opinion in connection with the Merger?, page 4

    2.
    We
    note your response to our prior comment 4 and reissue in part. Please revise your answer in this section to highlight that AgeX’s
    board did not value the companies in terms of absolute/dollar values.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 4 and 25 of Amendment No. 2 to highlight
that AgeX’s board did not value the companies in terms of absolute/dollar values.

Q:
What is Juvenescence’s relationship with AgeX?, page 5

    3.
    We
    note your response to our prior comment 3. Please further revise your disclosure to clarify the percentage of AgeX common stock Juvenescence
    will hold after the preferred stock conversion on February 1, 2024, in addition to disclosing that the conversion will “increase
    Juvenescence’s ownership and voting power to more than 50% of the outstanding shares of AgeX common stock.”

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 5 of Amendment No. 2 to clarify that after
the preferred stock conversion, Juvenescence’s ownership of the outstanding shares of AgeX common stock is approximately 80.59%.
Amendment No. 2 has been updated to reflect that the AgeX preferred stock conversion occurred on February 1, 2024.

Background
of the Merger, page 133

    4.
    We
    note your response to our prior comment 12 and reissue in part. Please revise your disclosure in reference to the October 21, 2022,
    entry to explain the potential drawbacks of valuing the companies in relation to their “relative values” rather than
    in terms of absolute valuations.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 4 and 25 of Amendment No. 2 to explain
the potential risks of valuing the companies in relation to their “relative values” rather than in terms of absolute valuations.

    5.
    We
    note your response to our prior comment 24 and reissue. 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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 135 and 153 of Amendment No. 2 to clarify
the process that resulted in the valuations of AgeX and Serina.

Certain
Unaudited Budget Projections for Serina, page 154

  6.
  Please address the following regarding the Serina Budget
Projections prepared by Serina management and reviewed by AgeX management and its advisors on page 155:

 ● Please
                                            expand your disclosure to discuss all material assumptions used to develop the projections
                                            that are not Total Additional Cash and Total Operating Expenses.

 ● Identify
                                            the counter party to the license agreement, the nature of activity, and specific contractual
                                            triggers for the receipt of the $3 million and $5 million from license agreements reflected
                                            here.

 ● Separately
                                            identify and quantify the amounts to be received here that are expected from Juvenescence
                                            or other related parties, identifying any contractual payment triggers and the extent to
                                            which they are optional versus mandatory.

 ● Address
                                            how the board evaluated and determined the reasonableness of the projections, the extent
                                            to which alternative scenarios were provided or considered, and the extent to which the probability
                                            of achieving such projections was assessed.

 ● Please
                                            also discuss the possible impact if the projections are not correct and clarify when all
                                            the projections were provided.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 155 of Amendment No. 2 to reflect the Staff’s
comment.

    U.S. Securities and Exchange Commission

February 6, 2024

Page 3

Serina’s
Reasons for the Merger, page 156

    7.
    We
    note your response to our prior comment 29 and reissue. With reference to the first bullet point on page 157, disclose the implied
    valuation of Serina.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 157 of Amendment No. 2 to include the implied
valuation of Serina.

AgeX
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 315

Critical
Accounting Estimates, page 317

  8.
  Please address the following
  related to our prior comment 42:

 ● Revise
                                            to more clearly label the amounts presented in the “Warrants” columns on the
                                            tables on pages F-26 and F-56, and revise to quantify the total number of warrants outstanding.

 ● Explain
                                            why the subtotals of these columns do not foot, and explain what the subtotals actually represent
                                            and how they differ from the actual total number of warrants outstanding as of each balance
                                            sheet date presented.

 ● Revise
                                            the table to separately quantify any warrants exercised or expired during the periods presented.

    ●
  Given, among other things, the fair value per share assumptions
as provided on page F-55, the resultant fair values of each issuance as shown on page F-56 and the disclosure on page F-56 that none
of the issued warrants have been exercised, please explain to us and revise to disclose the underlying facts and circumstances that result
in your outstanding liability classified warrants having a fair value of zero as of September 30, 2023.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages F-26 and F-56 of Amendment No. 2 to reflect
the Staff’s comment.

The
Company respectfully advises that the “Warrants” column on the tables on pages F-26 and F-56 reflects, with respect to
the initial measurement/origination date of February 14, 2022 and the period end date of December 31, 2022 (for the table on page F-26)
and the period end dates of December 31, 2022 and September 30, 2023 (for the table on page F-56), the number of warrants that would
have been issued if the full amount then available under the Secured Note had been drawn down at such origination date or period end
date, as applicable, and in each case calculating the number of shares underlying such warrants based on the market closing price of
AgeX common stock as of such dates. As a reminder for the Staff, the number of warrants to be issued is equal to 50% of the number determined
by dividing the amount of the applicable drawdown by the last closing price per share of AgeX common stock as reported on the NYSE American
on the date preceding delivery of the notice from AgeX requesting a draw down. In the case of the number of warrants on the origination
date and the applicable period end dates, the market closing price of AgeX common stock used for the calculation was as of such origination
date and period end dates, as applicable. With respect to applicable drawdown dates, the number of warrants issued upon such drawdown
was based on the market closing price of AgeX common stock on the date preceding delivery of the notice from AgeX requesting the drawdown,
in accordance with the terms of the Secured Note.

The
Company further advises that the estimated fair value of the warrants on the origination date (February 14, 2022) are recorded as a warrant
liability, and then, as funds are drawn, the warrant liability is adjusted for the estimated fair value of the actual number of warrants
issued in connection with the corresponding drawdowns under the credit facility. A similar approach was used for the remeasurement date(s).
For, example, as of December 31, 2022, the Company had drawn all except $500,000 of the applicable credit facility available to the Company,
and the 454,545 warrant shares represents the estimated number of warrants that could have been issued in connection with a final $500,000
drawdown on December 31, 2022. Accordingly, the final number of warrants in the “Warrants” column is not the sub-total of
all numbers in that column, but instead reflects the updated measurement of warrants as described above and as described in an updated
footnote 2 to the tables included on pages F-26 and F-56. The Company further respectfully advises that the “Fair Value per Share”
column in the tables on pages F-26 and F-56 appropriately do not foot and are not intended nor presented to be sub-totals.

The
Company further respectfully advises that none of such warrants have been exercised or have expired as of the date of Amendment No. 2,
and the Company has added disclosure in Amendment No. 2 to that effect.

    U.S. Securities and Exchange Commission

February 6, 2024

Page 4

The
Company further respectfully advises that warrant liability exists only due to a potential future obligation to issue warrants and not
due to any terms of the warrants themselves that would trigger liability accounting, and, accordingly, warrant liability is zero once
there is no potential for future warrant issuances under the applicable credit facilities. The warrants issuable in connection with the
secured note for the $13,160,000 credit facility dated February 14, 2022 were issued in full by January 25, 2023 and the warrants issuable
in connection with the additional $2,000,000 credit made available under an amendment to the secured note dated February 9, 2023 were
issued in full by April 4, 2023. Accordingly, there are no further warrant liabilities outstanding thereafter, as is reflected in the
table on page F-56.

Results
of Operations, page 324

    9.
    We
    have reviewed your revision related to our prior comment 43. You state on page 325 that the net decrease of $0.2 million in research
    and development expenses for the nine months ended September 30, 2023 “was primarily attributable to reductions of $0.2 million
    in outside research and services allocable to research and development expenses.” Then, in the explanation of changes in research
    and development expenses for the year ended December 31, 2022 on page 327, you describe changes in expense category rather than by
    project as presented in the immediately following table. Please revise your disclosure on page 325 to identify the specific factor(s)
    causing the reductions of outside research and services allocable to such research and developments expenses. Revise the disclosure
    on page 327 to explain the changes for the annual periods presented by project rather than by expense category, providing quantifications
    where necessary. Clearly identify the underlying trends and management’s decisions that led to the changes that are reflected
    in the periods presented.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 325 and 327 of Amendment No. 2 to address
the Staff’s comment.

Serina
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 333

Results
of Operations, page 336

    10.
    We
    have reviewed your revision related to our prior comment 46. Please further expand your discussion of the changes in research and
    development expenses by category on pages 339 and 341 to identify the specific factor(s) causing the most material changes therein
    for the periods presented. For example, for the year ended December 31, 2022, there was a $1.2 million decrease in R&D labor
    and a $814,018 decrease in Outside lab analysis. Your revised disclosure should describe why, exactly, there was such significant
    changes in these categories. Further, it should be clear into what line item the descriptions you provide should be included. For
    example, while you refer to “contract manufacturing” on both pages 339 and 341, in the former instance it appears that
    contract manufacturing might be reflected within “Consulting services” bu