AgeX Therapeutics, Inc. (“AgeX”; NYSE American: AGE), a biotechnology company developing therapeutics for human aging and regeneration, reported its financial and operating results for the quarter ended September 30, 2022.

Liquidity and Capital Resources

During the first quarter of 2022, AgeX borrowed the final $0.5 million of its available credit under its 2020 Secured Convertible Facility Agreement with Juvenescence Limited (“Juvenescence”), and entered into a new Secured Convertible Promissory Note (the “Secured Note”) pursuant to which Juvenescence has agreed to provide to AgeX a $13,160,000 line of credit for a period of 12 months. AgeX drew an initial $8,160,000 of the line of credit and used $7,160,000 to refinance the principal and the loan origination fees under its 2019 Loan Agreement with Juvenescence. The $8.0 million principal balance outstanding under the 2020 Loan Agreement will become due and payable upon maturity on March 30, 2023.

During the three months ended September 30, 2022, AgeX borrowed an additional $1.0 million under the Secured Note, and as of November 10, 2022, AgeX had borrowed at total of $11,660,000 with $1.5 million of funds remaining for future borrowings under the Secured Note. The remaining line of credit available may be drawn down from time to time until February 14, 2023 subject to Juvenescence’s discretion to approve each loan draw. The outstanding principal balance of the Secured Note will become due and payable on February 14, 2024.

In addition, AgeX may sell shares of its common stock in “at-the-market” transactions through a Sales Agreement with Chardan Capital, LLC as a sales agent. The market value of common shares that AgeX may sell in any 12 month period during the term of the Sales Agreement will be limited to one-third of aggregate market value of AgeX common stock held by stockholders who would not be considered “affiliates” of AgeX, determined in accordance with applicable SEC rules.

Going Concern Considerations

As required under Accounting Standards Update 2014-15, Presentation of Financial Statements-Going Concern (ASC 205-40), AgeX evaluates whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date its financial statements are issued. Based on AgeX’s most recent projected cash flows, AgeX believes that its cash and cash equivalents and available sources of debt and equity capital would not be sufficient to satisfy AgeX’s anticipated operating and other funding requirements for the twelve months following the filing of AgeX’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022. These factors raise substantial doubt regarding the ability of AgeX to continue as a going concern.

Balance Sheet Information

Cash, and cash equivalents, and restricted cash totaled $0.5 million as of September 30, 2022.

Third Quarter 2022 Operating Results

The following comparisons exclude the impact of the operations of AgeX’s former subsidiary LifeMap Sciences, Inc. (“LifeMap Sciences”) which have been presented in AgeX’s consolidated financial results as discontinued operations for all periods presented due to the disposition of AgeX’s shares of LifeMap Sciences in a cash-out merger during March 2021.

Revenues: Total revenues for the third quarter of 2022 were $9,000 as compared with $24,000 for the third quarter of 2021, primarily due to the expiration of an NIH research grant, the full amount of which was funded as of December 31, 2021. This decrease was offset to some extent by increased sales of research products by $7,000.

Operating expenses: Operating expenses for the three months ended September 30, 2022 were $1.6 million as compared to $1.7 million for the same period in 2021.

Research and development expenses decreased to $0.2 million during the three months ended September 30, 2022 from $0.3 million during the same period of 2021 primarily reflecting a reduction of $0.1 million in scientific consulting and outside research and services expenses under a sponsored research agreement with a university.

General and administrative expenses remained consistent at $1.4 million during the three months ended September 30, 2022 and 2021. An increase of $0.1 million in professional fees for legal services was offset by $0.1 million decrease in consulting expense.

Other expense, net: Total other expense, net for the three months ended September 30, 2022 consists primarily of $0.9 million of amortization of deferred debt issuance costs to interest expense and other debt related expenses included in interest expense offset by $35,000 of unrealized gain on the change in fair value of warrants issued to Juvenescence in connection with borrowings under the Secured Note. Total other expense, net for the three months ended September 30, 2021 consists primarily of $0.3 million of amortization of deferred debt issuance costs to interest expense.

About AgeX Therapeutics

AgeX Therapeutics, Inc. (NYSE American: AGE) is focused on developing and commercializing innovative therapeutics to treat human diseases to increase healthspan and combat the effects of aging. AgeX’s PureStem^® and UniverCyte™ manufacturing and immunotolerance technologies are designed to work together to generate highly defined, universal, allogeneic, off-the-shelf pluripotent stem cell-derived young cells of any type for application in a variety of diseases with a high unmet medical need. AgeX has two preclinical cell therapy programs: AGEX-VASC1 (vascular progenitor cells) for tissue ischemia and AGEX-BAT1 (brown fat cells) for Type II diabetes. AgeX’s revolutionary longevity platform induced Tissue Regeneration (iTR™) aims to unlock cellular immortality and regenerative capacity to reverse age-related changes within tissues. HyStem^® is AgeX’s delivery technology to stably engraft PureStem or other cell therapies in the body. AgeX is seeking opportunities to establish licensing and collaboration arrangements around its broad IP estate and proprietary technology platforms and therapy product candidates.

For more information, please visit www.agexinc.com or connect with the company on Twitter, LinkedIn, Facebook, and YouTube.

Forward-Looking Statements

Certain statements contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not historical fact including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates” should also be considered forward-looking statements. Forward-looking statements involve risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the business of AgeX Therapeutics, Inc. and its subsidiaries, particularly those mentioned in the cautionary statements found in more detail in the “Risk Factors” section of AgeX’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commissions (copies of which may be obtained at www.sec.gov). Subsequent events and developments may cause these forward-looking statements to change. AgeX specifically disclaims any obligation or intention to update or revise these forward-looking statements as a result of changed events or circumstances that occur after the date of this release, except as required by applicable law.

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