SecProbe.io

CORRESP
 1
 filename1.htm

 SERINA
THERAPEUTICS, INC.

 601
Genome Way, Suite 2001

 Huntsville,
Alabama 35806

 April
24, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Request
 for Acceleration of Effectiveness

 Serina
 Therapeutics, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-286620

 Ladies
and Gentlemen:

 The
undersigned, Serina Therapeutics, Inc. (the " Company "), pursuant to the provisions of Rule 461 of the Securities and
Exchange Commission (the " Commission ") under the Securities Act of 1933, as amended, hereby respectfully requests
that the Commission accelerate the effectiveness of the above-referenced Registration Statement so that such Registration Statement will
become effective at 4:00 p.m. Eastern Time on Monday, April 28, 2025, or as soon as practicable thereafter.

 On
behalf of the Company, the undersigned acknowledges that:

 ●
 should
 the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
 from taking any action with respect to the filing;

 ●
 the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
 the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the
 Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 We
respectfully request that the Company be notified of such effectiveness by a telephone call to the Company's counsel, Stephen Hinton
of Bradley Arant Boult Cummings LLP, who can be reached at (205) 521-8406, respectively.

 Very
 truly yours,

 SERINA
 THERAPEUTICS, INC.

 By:

 /s/
 Steve Ledger

 Name:
 Steve
 Ledger

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Steven Ledger
Chief Executive Officer
Serina Therapeutics, Inc.
601 Genome Way, Suite 2001
Huntsville, AL 35806

 Re: Serina Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286620
Dear Steven Ledger:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Stephen Hinton
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SERINA
THERAPEUTICS, INC.

 601
Genome Way, Suite 2001

 Huntsville,
Alabama 35806

 April
8, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re: Request
 for Acceleration of Effectiveness

 Serina
Therapeutics, Inc.

 Registration
Statement on Form S-3

 File
No. 333-286340

 Ladies
and Gentlemen:

 The
undersigned, Serina Therapeutics, Inc. (the " Company "), pursuant to the provisions of Rule 461 of the Securities and
Exchange Commission (the " Commission ") under the Securities Act of 1933, as amended, hereby respectfully requests
that the Commission accelerate the effectiveness of the above- referenced Registration Statement so that such Registration Statement
will become effective at 9:00 a.m. Eastern Time on Thursday, April 10, 2025, or as soon as practicable thereafter.

 On
behalf of the Company, the undersigned acknowledges that:

 ● should
 the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
 it does not foreclose the Commission from taking any action with respect to the filing;

 ● the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring
 the filing effective, does not relieve the Company from its full responsibility for the adequacy
 and accuracy of the disclosure in the filing; and

 ● the
 Company may not assert staff comments and the declaration of effectiveness as a defense in
 any proceeding initiated by the Commission or any person under the federal securities laws
 of the United States.

 We
respectfully request that the Company be notified of such effectiveness by a telephone call to the Company's counsel, Stephen Hinton
of Bradley Arant Boult Cummings LLP, who can be reached at (205) 521-8406, respectively.

 Very
 truly yours,

 SERINA
 THERAPEUTICS, INC.

 By: /s/
 Steve Ledger
 Name: Steve
 Ledger

 Title: Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

Steven Ledger
Chief Executive Officer
Serina Therapeutics, Inc.
601 Genome Way, Suite 2001
Huntsville, AL 35806

 Re: Serina Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 2, 2025
 File No. 333-286340
Dear Steven Ledger:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Stephen Hinton
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Serina
Therapeutics, Inc.

601
Genome Way

Suite
2001

Huntsville,
Alabama 35806

(256)
327-9630

July
5, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Tim Buchmiller and Lauren Hamill

  Re:
  Serina Therapeutics, Inc.

  Registration
Statement on Form S-1

  File
No. 333-279121

Ladies
and Gentlemen;

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Serina Therapeutics, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:00 p.m., Eastern Time, on Tuesday, July 9, 2024, or as soon thereafter as is practicable.

Please
contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (205) 521-8406, if you have any questions
or concerns regarding this matter. Thank you in advance for your assistance.

    Sincerely,

    SERINA THERAPEUTICS, INC.

    By:
  /s/ Andrea Park

    Name:
   Andrea Park

    Title:
  Interim Chief Financial Officer and Chief Accounting Officer

cc:
Stephen Hinton, Bradley Arant Boult Cummings LLP

CORRESP
1
filename1.htm

AgeX
Therapeutics, Inc.

1101
Marina Village Parkway

Suite
201

Alameda,
California 94501

(510)
671-8370

February
13, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Cindy
    Polynice

    Laura
    Crotty

    Jenn
    Do

    Kevin
    Vaughn

    Re:
    AgeX
    Therapeutics, Inc.

    Registration Statement on Form S-4/S-1 (File No. 333-275536)

Ladies
and Gentleman:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), AgeX Therapeutics, Inc., a Delaware corporation
(the “Company”), hereby respectfully requests that the effective time of the above-referenced Registration Statement on Form
S-4/S-1 filed by the Company (the “Registration Statement”) be accelerated to 3:30 p.m., Eastern Standard Time, on February
13, 2024 or as soon thereafter as practicable, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone
that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges
that it is aware of its obligations under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP by calling
Harrison Tucker at (346) 718-6643, or in his absence, Chris W. Trester at (650) 849-5212. We also respectfully request that a copy of
the written order from the U.S. Securities and Exchange Commission verifying the effective time of such Registration Statement be sent
to Gibson, Dunn & Crutcher LLP, attention: Harrison Tucker, via email at HTucker@gibsondunn.com.

[Signature
page follows]

    Very
    truly yours,

    AgeX
    Therapeutics, Inc.

    By:
    /s/
    Andrea E. Park

    Name:
    Andrea
    E. Park

    Title:
    Chief
    Financial Officer

    cc:

    Robert
    Phillips, Gibson, Dunn & Crutcher LLP

    Harrison
    Tucker, Gibson, Dunn & Crutcher LLP

    Chris
    W. Trester, Gibson, Dunn & Crutcher LLP

    Scott
    Ludwig, Bradley Arant Boult Cummings LLP

    Stephen
    Hinton, Bradley Arant Boult Cummings LLP

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
February 1, 2024
Andrea Park
Chief Financial Officer
AgeX Therapeutics, Inc.
1101 Marina Village Parkway, Suite 201
Alameda, California 94501
Re:AgeX Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 16, 2024
File No. 333-275536
Dear Andrea Park:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our December 18, 2023 letter.
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 Amercian 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.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 February 1, 2024 Page 2
 FirstName LastNameAndrea Park
AgeX Therapeutics, Inc.
February 1, 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.
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."
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.
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.
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.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 February 1, 2024 Page 3
 FirstName LastNameAndrea Park
AgeX Therapeutics, Inc.
February 1, 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.
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.
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.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 February 1, 2024 Page 4
 FirstName LastNameAndrea Park
AgeX Therapeutics, Inc.
February 1, 2024
Page 4
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" but in the latter, it appears it might be
included within "R&D labor". Please revise accordingly.
AgeX Executive and Director Compensation, page 358
11.Please revise your disclosure in relation to both AgeX and Serina to include compensation
information for the most recently completed fiscal year, as required by Item 402 of
Regulation S-K.
AgeX Financial Statements
12. Subsequent Events, page F-62
12.Please remove the section entitled "Non-GAAP Financial Measures" on page F-63, as it
appears to present an individually tailored measure which is prohibited by Question
100.04 of the Non-GAAP C&DI.
General
13.We note your response to our prior comment 52.  Please address the following:
•Tell us and revise as necessary to reconcile the apparent inconsistency in your
conclusion to account for the merger as a reverse recapitalization for accounting
purposes with your response to prior comment 52 that you do "not believe that it is a
“shell company” as defined in Rule 405 of the Securities Act of 1933 (the ' Securities
Act') or Rule 12b-2 of the Securities Exchange Act of 1934 (the ' Exchange Act ') or
that it will become one prior to the consummation of the Merger because the
Company believes that it has, and will continue to have through the consummation of
the Merger, operations and assets that are more than nominal."
•Clearly explain how you determined that the company holds only nominal assets as
the definition of a shell company requires for reverse recapitalization accounting
purposes.
•Explain how you considered the retained revenue streams, research and development
expense activity, and other activity as reflected in your general and administrative

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 February 1, 2024 Page 5
 FirstName LastName
Andrea Park
AgeX Therapeutics, Inc.
February 1, 2024
Page 5
expenses in your conclusion that AgeX is a shell for purposes of reverse
recapitalization accounting.
•Tell us how you considered the extent to which AgeX has other intangible assets
which would be recorded if the merger were accounted for as a reverse acquisition.
            Please contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Chris Trester, Esq.

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
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

CORRESP
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LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

450
PACIFIC AVENUE, SUITE 200

SAN
FRANCISCO, CA 94133-4645

(415)
262-1200

    FACSIMILE

    RICHARD
    S. SOROKO
    (415)
    262-1212

    E-mail:
    richard@TWSGLAW.com

    SAN
    RAFAEL OFFICE

    (415)
    448-5000

January
26, 2021

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    AgeX
    Therapeutics, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-3 (333-251988)

Ladies
and Gentlemen:

This
letter is being submitted in connection with the filing of Amendment No. 1 to Registration Statement on Form S-3 (333-251988)
(the “Amendment”) by AgeX Therapeutics, Inc. (the “Company”). The Amendment adds 328,947 shares of common
stock that may be sold by the Selling Securityholder named in the Registration Statement as reflected in “SELLING SECURITYHOLDER”
in the base prospectus, and updates certain information concerning recent market prices for the Company’s common stock.

FINRA
has issued a no objections letter and the Company is concurrently submitting a request for acceleration of the effective date
of the Registration Statement.

Please
direct any questions or comments to the undersigned at (415) 298-2171 or by email to rsoroko@twsglaw.com with a copy to the Company’s
Chief Financial Officer, Andrea Park, at apark@agexinc.com.

    Very
    truly yours

    /s/
    Richard S. Soroko

    Richard
    S. Soroko

CORRESP
1
filename1.htm

    1101
        Marina Village Parkway,

                                                                     Suite 201

        Alameda,
        CA 94501

        T:
        510-671-8370, F: 510-671-8619

        www.agexinc.com

January
26, 2021

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    RE:
    AgeX
    Therapeutics, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-251988

Ladies/Gentlemen:

The
undersigned registrant, AgeX Therapeutics, Inc. (the “Company”) hereby requests that its Registration Statement on
Form S-3, as amended, File No. 333-251988, be declared effective at 9:30 a.m. on Friday, January 29, 2021, or
as soon thereafter as practicable.

The
registrant acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
    Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

    Sincerely,

    AgeX
    Therapeutics, Inc.

    By:
    /s/
    Andrea Park

    Chief
    Financial Officer

United States securities and exchange commission logo
January 14, 2021
Michael D. West
President and Chief Executive Officer
AgeX Therapeutics, Inc.
101 Marina Village Parkway, Suite 201
Alameda, CA 94501
Re:AgeX Therapeutics, Inc.
Registration Statement on Form S-3
Filed January 8, 2021
File No. 333-251988
Dear Mr. West:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Soroko, Esq.

CORRESP
1
filename1.htm

LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

450
PACIFIC AVENUE, SUITE 200

SAN
FRANCISCO, CA 94133-4645

(415)
262-1200

    FACSIMILE

    RICHARD
    S. SOROKO
    (415)
    262-1212

    E-mail:
    richard@TWSGLAW.com

    SAN
    RAFAEL OFFICE

    (415)
    448-5000

January
8, 2021

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    AgeX
    Therapeutics, Inc.

    Registration
    Statement on Form S-3

Ladies
and Gentlemen:

This
letter is being submitted in connection with the filing of a Registration Statement on Form S-3 by AgeX Therapeutics, Inc. (the
“Company”) to register for sale under the Securities Act of 1933, as amended (the “Securities Act”), up
to $50,000,000 in aggregate offering price of (a) shares of the common stock, par value $0.0001 per share of the Company (the
“Common Stock”), (b) shares of the preferred stock, par value $0.0001 per share, of the Company (the “Preferred
Stock”), (c) warrants to purchase Common Stock or Preferred Stock (the “Warrants”), and (d) units comprised
of one or more of the Common Stock, the Preferred Stock, or the Warrants in any combination (the “Units”). The Common
Stock, Preferred Stock, Warrants, Units, and any shares of Common Stock or Preferred Stock included in Units or issuable upon
exercise of Warrants or conversion of convertible Preferred Stock are collectively referred to as the “Primary Offering
Securities”). The Primary Offering Securities may be offered for sale from time to time pursuant to prospectus supplements
that will be filed with respect to each such offering.

Included
in the Registration Statement is the first prospectus supplement for the offer and sale of up to $12,600,000 of shares of Common
Stock from the Primary Offering Securities, which may be offered and sold from time to time in “at the market” transactions
within the meaning of Rule 415 under the Securities Act pursuant to a Sales Agreement with Chardan Capital Markets LLC acting
as sales agent for the Company (the “ATM Offering”).

The
Registration Statement also pertains to shares of Common Stock (the “Resale Shares”) that are being registered for
resale by a securityholder referenced in the base prospectus as the Selling Securityholder. The Resale Shares include 16,447,500
shares of Common Stock that are issued and outstanding and held by the Selling Securityholder as of the date of this opinion,
and 2,769,229 shares that are issuable upon the exercise of certain Common Stock purchase warrants (“Resale Warrants”)
held by the Selling Securityholder.

The
Company qualifies for the use of Form S-3 under General Instruction I.B.6. The aggregate market value of AgeX’s outstanding
voting and nonvoting common equity held by non-affiliates computed in accordance with General Instruction I.B.6 is $37,903,011,
based on 20,712,465 shares of common stock held by non-affiliates and a $1.83 closing price of the common stock on the NYSE American
on a date within 60 days prior to the date of the Registration Statement. No securities have been offered by AgeX pursuant to
General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period.

Securities
and Exchange Commission

January
8, 2021

Page
2

Please
direct any questions or comments to the undersigned at (415) 298-2171 or by email to rsoroko@twsglaw.com with a copy to the Company’s
Chief Financial Officer, Andrea Park, at apark@agexinc.com.

    Very
    truly yours

    /s/
    Richard S. Soroko

    Richard
    S. Soroko

United States securities and exchange commission logo
November 25, 2020
Michael D. West
Chief Executive Officer
AgeX Therapeutics, Inc.
965 Atlantic Avenue, Suite 101
Alameda, CA 94501
Re:AgeX Therapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 5, 2020
File No. 001-38519
Dear Mr. West:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Soroko, Esq.

CORRESP
1
filename1.htm

LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

450
PACIFIC AVENUE, SUITE 200

SAN
FRANCISCO, CA 94133-4645

(415)
262-1200

    FACSIMILE

    RICHARD
    S. SOROKO
    (415)
    262-1212

    E-mail:
    richard@TWSGLAW.com

    SAN
    RAFAEL OFFICE

    (415)
    448-5000

November
16, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

    Re:
    AgeX
    Therapeutics, Inc.

    Preliminary
    Proxy Material

Ladies
and Gentlemen:

This
letter is being submitted on behalf of AgeX Therapeutics, Inc. (“AgeX”) in response to your comment letter of November
13, 2020 regarding AgeX’s preliminary proxy statement. Set forth below is your comment with our response, including a reference
to amended disclosures added to the preliminary proxy statement that AgeX is filing concurrently with this letter.

Juvenescence
Proposal, page 24

Comment
1. We note your disclosure that the Chairman of your Board of Directors, Dr. Bailey, is the Chief Executive Officer of
Juvenescence Limited. Please disclose what, if any, consideration the Board gave to this potential conflict of interest in
evaluating this proposal.

AgeX
has added, under a new subheading “Certain Conflict of Interest Considerations,” disclosure of considerations
given by the Board of Directors (the “Board”) to potential conflicts of interest related to Mr. Bailey’s status
as the Chief Executive Officer of Juvenescence Limited (“Juvenescence”). As disclosed, approval of the New Loan Agreement
and New Warrant Agreement, pursuant to which Juvenescence made the convertible loan and received the New Warrants that are the
subject of the Juvenescence Proposal, was delegated to the Audit Committee of which Mr. Bailey is not a member. Mr. Bailey abstained
from that delegation of authority and from the deliberations of the Audit Committee. Mr. Bailey also abstained from the Board’s
recommendation that AgeX stockholders vote to approve the Juvenescence Proposal. As discussed in the revised preliminary proxy
statement, in approving the New Loan Agreement and New Warrants, the Audit Committee applied certain considerations required by
AgeX’s Related Person Transaction Policy.

Other
Revisions

The
revised preliminary proxy statement also reflects certain other changes, including updates to information as to the total amount
of loans obtained by AgeX under the New Loan Agreement and the issuance of New Warrants, and certain possible consequences of
Juvenescence becoming a majority stockholder.

Annual
Meeting Date and Planned Mailing Date

AgeX’s
annual meeting will be held on December 28, 2020. AgeX plans to mail the proxy materials on or around November 27, 2020. Given
the tight time frame, AgeX would greatly appreciate the staff giving this response their prompt attention.

Securities
and Exchange Commission

November
16, 2020

Page
2

Please
direct any questions or comments to the undersigned at (415) 298-2171 or by email to rsoroko@twsglaw.com with a copy to AgeX’s
Chief Financial Officer, Andrea Park, at apark@agexinc.com.

    Very
    truly yours

    /s/
    Richard S. Soroko

    Richard
    S. Soroko

United States securities and exchange commission logo
November 13, 2020
Michael D. West
Chief Executive Officer
AgeX Therapeutics, Inc.
965 Atlantic Avenue, Suite 101
Alameda, CA 94501
Re:AgeX Therapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 5, 2020
File No. 001-38519
Dear Mr. West:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Juvenescence Proposal, page 24
1.We note your disclosure that the Chairman of your Board of Directors, Dr. Bailey, is the
Chief Executive Officer of Juvenescence Limited.  Please disclose what, if any,
consideration the Board gave to this potential conflict of interest in evaluating
this proposal.

 FirstName LastNameMichael D. West
 Comapany NameAgeX Therapeutics, Inc.
 November 13, 2020 Page 2
 FirstName LastName
Michael D. West
AgeX Therapeutics, Inc.
November 13, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. Please contact Ada D. Sarmento at 202-551-3798 or Christine Westbrook at
202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Soroko, Esq.

CORRESP
1
filename1.htm

LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

450
PACIFIC AVENUE, SUITE 200

SAN
FRANCISCO, CA 94133-4645

(415)
262-1200

    FACSIMILE

    RICHARD
    S. SOROKO
    (415)
    262-1212

    E-mail:
    richard@TWSGLAW.com

    SAN
    RAFAEL OFFICE

    (415)
    448-5000

November
5, 2020

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    AgeX
    Therapeutics, Inc.

    Preliminary
    Proxy Material

Ladies
and Gentlemen:

This
letter is being submitted in connection with the filing of a preliminary proxy statement and form of proxy by AgeX Therapeutics,
Inc. (“AgeX”). The proxy materials relate to AgeX’s annual meeting of stockholders at which the stockholders
will be asked to vote on the following matters: (1) the election of directors; (2) the ratification of the appointment of AgeX’s
independent registered public accountants; and (3) approval of a proposal to allow Juvenescence Limited (“Juvenescence”),
AgeX’s largest stockholder, to acquire additional shares of AgeX common stock through the exercise of warrants or the conversion
of all or a portion of the principal amount of certain loans to AgeX if as a result of the acquisition Juvenescence would (a)
acquire more than 19.9% of AgeX common stock outstanding as of March 30, 2020 at a price less than the applicable market
value of AgeX common stock or book value per share, and/or (b) own 50% or more of the outstanding shares of AgeX common stock
(the “Juvenescence Proposal”).

The
Juvenescence Proposal

The
Juvenescence Proposal is being submitted for stockholder approval in accordance with a covenant in a Secured Credit Facility Agreement,
as amended (the “Loan Agreement”), between AgeX and Juvenescence pursuant to which Juvenescence has been providing
debt financing to AgeX. AgeX has issued to Juvenescence certain common stock purchase warrants (“Warrants”), in amounts
determined by a formula in the Loan Agreement, as loan funds are advanced to AgeX.

AgeX
common stock is listed on NYSE American (the “Exchange”) and AgeX must comply with the listing requirements of the
Exchange. Section 713 of the Exchange Company Guide requires listed companies to obtain stockholder approval as a prerequisite
to Exchange listing approval before: (i) issuing additional shares in a transaction involving the sale, issuance, or potential
issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of stock outstanding
(determined as of the date of the particular transaction agreement) for less than the greater of book or market value of the Exchange
listed common stock (the “20% Rule”), and (ii) issuing shares that will result in a change of control of the listed
company (the “Change of Control Rule”). While the Exchange has not defined “change of control”, the Exchange
considers any issuance of stock to be subject to the Change of Control Rule if the issuance of stock would result in a stockholder
holding 50% or more of a listed company’s outstanding stock.

Securities
and Exchange Commission

November
5, 2020

Page
2

The
Loan Agreement permits the outstanding principal amount of loans to be converted into shares of AgeX common stock. To comply with
the Exchange’s 20% Rule and Change of Control Rule, the Loan Agreement contains a “19.9 % blocker” provision
and a “change of control blocker” provision intended to prevent an exercise of the loan conversion rights that would
violate the 20% Rule or the Change of Control Rule. A Warrant Agreement governing the Warrants also contains a “change of
control blocker” provision intended to prevent an exercise of Warrants that would violate the Change in Control Rule. The
exercise price of the Warrants is set with reference to the market price of AgeX common stock so the 20% Rule would have no effect
on the exercise of Warrants by Juvenescence. If the Juvenescence Proposal is approved by AgeX stockholders, Juvenescence would
be able to acquire additional shares of AgeX common stock in compliance with the Exchange’s rules through the conversion
of the principal amount of outstanding loans or through the exercise of Warrants without the limitations that otherwise would
be imposed by the “19.9% blocker” and the “change of control blocker” provisions of the Loan Agreement
or Warrant Agreement.

The
preliminary proxy statement contains a more detailed discussion of the Juvenescence Proposal, including possible consequences
of Juvenescence acquiring 50% or more of the outstanding shares of AgeX common stock.

Annual
Meeting Date and Planned Mailing Date

AgeX’s
annual meeting will be held on December 28, 2020. AgeX plans to mail the proxy materials on or around November 27, 2020.

Please
direct any questions or comments to the undersigned at (415) 298-2171 or by email to rsoroko@twsglaw.com with a copy to AgeX’s
Chief Financial Officer, Andrea Park, at apark@agexinc.com.

    Very
    truly yours

    /s/
    Richard S. Soroko

    Richard
    S. Soroko

United States securities and exchange commission logo
June 5, 2020
Andrea Park
Chief Financial Officer
AgeX Therapeutics, Inc.
965 Atlantic Avenue, Suite 101
Alameda, California 94501
Re:AgeX Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 30, 2020
File No: 1-38519
Dear Ms. Park:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

3950
CIVIC CENTER DRIVE, SUITE 300

SAN
RAFAEL, CA 94903

(415)
448-5000

    FACSIMILE

    RICHARD
    S. SOROKO
    (415)
    448-5010

    email:
    rsoroko@TWSGLAW.com

SAN
FRANCISCO OFFICE

(415)
262-1200

May
22, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

    Re:
    AgeX
    Therapeutics, Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2019

Ladies/Gentlemen:

This
letter is being submitted on behalf of AgeX Therapeutics, Inc. (“AgeX”) in response to your letter dated May 18, 2020
regarding AgeX’s Form 10-K for the fiscal year ended December 31, 2019 filed on March 30, 2020.

Comment:

Form
10-K for the fiscal year ended December 31, 2019

Controls
and Procedures, page 99

    1.
    You state that a report of management’s assessment
regarding internal control over financial reporting is not included “due to a transition period established by rules of
the Securities and Exchange Commission for newly public companies.” Please tell us your consideration of Item 308(a) of
Regulation S-K, particularly the Instructions thereto, which indicate that such transition period would apply to only the first
annual report. Alternatively, amend your filing to so provide.

Response:

AgeX
has complied with Regulation S-K Item 3.08(a) and is filing an amendment to its Form 10-K containing the required disclosure.
Please note that the Section 302 certifications as originally filed as Exhibit 31 with the Form 10-K did include the required
certifications with regard to internal control over financial reporting.

Please
direct all correspondence and communications with respect to the Form 10-K to the undersigned at rsoroko@twsglaw.com and
to Andrea Park, AgeX’s Chief Financial Officer, at apark@agexinc.com.

    Very
    truly yours,

    /s/
    Richard S. Soroko

    Richard
    S. Soroko

United States securities and exchange commission logo
May 18, 2020
Andrea Park
Chief Financial Officer
AgeX Therapeutics, Inc.
965 Atlantic Avenue, Suite 101
Alameda, California 94501
Re:AgeX Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 30, 2020
File No: 1-38519
Dear Ms. Park:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2019
Controls and Procedures, page 99
1.You state that a report of management’s assessment regarding internal control over
financial reporting is not included "due to a transition period established by rules of the
Securities and Exchange Commission for newly public companies." Please tell us your
consideration of Item 308(a) of Regulation S-K, particularly the Instructions thereto,
which indicate that such transition period would apply to only the first annual report.
Alternatively, amend your filing to so provide.

 FirstName LastNameAndrea Park
 Comapany NameAgeX Therapeutics, Inc.
 May 18, 2020 Page 2
 FirstName LastName
Andrea Park
AgeX Therapeutics, Inc.
May 18, 2020
Page 2

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Tracey McKoy, Staff Accountant, at (202)551-3772.  In her absence
you may contact Jennifer Do, Staff Accountant, at (202)551-3743 or, Terence O'Brien,
Accounting Branch Chief, at (202)551-3355 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences