Benzinga | Mar 2, 2021 08:13AM EST

AgeX Therapeutics Reports Will Proceed To Negotiate Deal For Merger With LyGenesis

AgeX Therapeutics, Inc. ((&ldquo, AgeX&rdquo, , NYSE:AGE), a biotechnology company developing therapeutics for human aging and cell regeneration, and LyGenesis, Inc. ("LyGenesis"), a privately held biotechnology company developing cell therapies that enable organ regeneration, announced today that they will proceed to negotiate an agreement for a merger of the two companies. LyGenesis recently received U.S. Food and Drug Administration clearance for its Investigational New Drug application to conduct a Phase 2a clinical trial on the safety, tolerability, and efficacy of its lead cell therapy for patients with end-stage liver disease, with study initiation planned for 2021. The combined company's pipeline would also include thymus, pancreas, and kidney regeneration, in addition to the existing AgeX assets, including UniverCyte(tm), which uses the HLA-G gene to potentially confer low immune observability to cells to suppress rejection of transplanted cells.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210302005503/en/

About the Proposed Merger

Based on the terms currently being discussed, a newly formed subsidiary of AgeX would merge into LyGenesis. At the closing of the merger, AgeX would issue to LyGenesis stockholders a number of shares of AgeX common stock representing two-thirds of the total number of shares of AgeX common stock to be outstanding immediately following the consummation of the merger on a fully diluted basis, but prior to the issuance of additional shares in a contemplated capital raising transaction following the execution of a merger agreement and contingent on the closing of the merger. Dr. Michael Hufford, who is the current Chief Executive Officer (CEO) of LyGenesis, upon successful merger would become CEO of the entity that survives the transaction (which includes both AgeX and LyGenesis). Under the terms being discussed, if the merger is completed, AgeX's pre-merger stockholders would receive an 80% economic interest in AgeX's induced tissue regeneration or iTR technology; the terms and structure of such economic interest have not yet been determined.

There can be no assurance that the negotiations between AgeX and LyGenesis will result in the execution of a definitive merger agreement on the terms being discussed or at all, or, if a merger agreement is entered into, that the merger will be consummated. The completion of any merger would be subject to approval by a special independent committee of the AgeX Board of Directors and by the respective Boards of Directors of both companies. The merger would also be subject to approval by AgeX stockholders and LyGenesis stockholders, including in each case approval by both a majority of the outstanding shares and by the holders of a majority of the shares not held by Juvenescence Limited.

Juvenescence Limited ("Juvenescence") is the largest shareholder of each of AgeX and LyGenesis. Juvenescence beneficially owns approximately 52.7% of the AgeX common stock determined as disclosed in its most recent amendment to its Schedule 13D filed with the Securities and Exchange Commission, and owns approximately 48% of the common stock of LyGenesis (assuming the conversion of its convertible debt into equity). The Chairman of AgeX's Board of Directors, Dr. Gregory Bailey, is the Chief Executive Officer of Juvenescence. Two directors of LyGenesis, James Mellon and David Ellam, are the Chairman and the Chief Financial Officer of Juvenescence, respectively.