Form SCHEDULE 13D/A Serina Therapeutics, Filed by: Juvenescence Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 37)*
|
SERINA THERAPEUTICS, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
David Gill c/o Juvenescence Limited, 1st Floor, Viking House, St Pauls Square Ramsey, Y8, IM8 1GB 441624639393 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/20/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Juvenescence Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISLE OF MAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,400,781.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to rows 7, 9 and 11: Comprised of (i) 3,267,188 shares of Common Stock held directly by JuvVentures (UK) Limited, (ii) 755,728 shares of Common Stock that may be acquired on exercise of the Replacement Incentive Warrants held by JuvVentures (UK) Limited and (iii) 377,865 shares of Common Stock that may be acquired on exercise of the Incentive Warrants held by JuvVentures (UK) Limited (capitalized terms are defined below).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JuvVentures (UK) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,400,781.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to rows 7,9 and 11: Comprised of (i) 3,267,188 shares of Common Stock, (ii) 755,728 shares of Common Stock that may be acquired on exercise of the Replacement Incentive Warrants and (iii) 377,865 shares of Common Stock that may be acquired on exercise of the Incentive Warrants.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
SERINA THERAPEUTICS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
601 Genome Way, Suite 2001, Huntsville,
ALABAMA
, 35806. | |
Item 1 Comment:
This amendment (the "Amendment") amends and supplements the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission on August 16, 2019 (as amended by Amendment No. 1 filed April 6, 2020, Amendment No. 2 filed July 31, 2020, Amendment No. 3 filed October 7, 2020, Amendment No. 4 filed November 11, 2020, Amendment No. 5 filed January 12, 2021, Amendment No. 6 filed February 9, 2021, Amendment No. 7 filed February 17, 2021, Amendment No. 8 filed May 11, 2021, Amendment No. 9 filed May 11, 2021, Amendment No. 10 filed September 14, 2021, Amendment No. 11 filed November 2, 2021, Amendment No. 12 filed November 18, 2021, Amendment No. 13 filed December 13, 2021, Amendment No. 14 filed February 14, 2022, Amendment No. 15 filed February 22, 2022, Amendment No. 16 filed April 11, 2022, Amendment No. 17 filed June 24, 2022, Amendment No. 18 filed August 23, 2022, Amendment No. 19 filed October 25, 2022, Amendment No. 20 filed December 15, 2022, Amendment No. 21 filed January 25, 2023, Amendment No. 22 filed February 17, 2023, Amendment No. 23 filed March 22, 2023, Amendment No. 24 filed April 12, 2023, Amendment No. 25 filed August 24, 2023, Amendment No. 26 filed November 1, 2023, Amendment No. 27 filed November 16, 2023, Amendment No. 28 filed December 13, 2023, Amendment No. 29 filed January 9, 2024, Amendment No. 30 filed January 17, 2024, Amendment No. 31 filed February 5, 2024, Amendment No. 32 filed February 14, 2024, Amendment No. 33 filed March 7, 2024, Amendment No. 34 filed March 26, 2024, Amendment No. 35 filed July 5, 2024 and Amendment no. 36 filed December 9, 2024, the "Original and Amended Statement"). The Original and Amended Statement, as amended by this Amendment (the "Statement") is filed on behalf of Juvenescence Limited, an Isle of Man company, Juvenescence US Corp., a Delaware corporation and JuvVentures (UK) Limited, a company incorporated in the United Kingdom (each a "Reporting Person" and collectively as the "Reporting Persons"), and relates to the shares of Common Stock of Serina Therapeutics, Inc., par value $0.0001 per share (the "Common Stock").
Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Original and Amended Statement. This Amendment amends the Original and Amended Statement as specifically set forth herein. Except as set forth below, all previous Items in the Original and Amended Statement remain unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original and Amended Statement is hereby amended and restated in its entirety to read as follows:
The Reporting Persons beneficially owns an aggregate of 4,400,781 shares of Common Stock, representing (i) 3,267,188 shares of Common Stock held directly by JuvVentures (UK) Limited, (ii) 755,728 shares of Common Stock that may be acquired on exercise of the Replacement Incentive Warrants held by JuvVentures (UK) Limited and (iii) 377,865 shares of Common Stock that may be acquired on exercise of the Incentive Warrants held by JuvVentures (UK) Limited. This aggregate amount represents approximately 27.3% of the Issuer's outstanding common stock, based upon 14,997,505 shares outstanding as of May 10, 2026, as reported on the Issuer's Quarterly Report filed on Form 10-Q on May 14, 2026 and giving effect to the exercise of the Warrants and taking into account the two Tranches of New Shares as described in Item 6.
As previously disclosed by the Issuer in its Current Report on Form 8-K filed on March 23, 2026, on March 17, 2026, the Issuer entered into a Securities Purchase Agreement with certain investors, pursuant to which the Issuer agreed to issue and sell, in a private placement (the "Private Placement"), shares of its Common Stock, pre-funded warrants to purchase shares of its Common Stock and redeemable warrants to purchase shares of its Common Stock. On March 20, 2026, the Investors funded $15.0 million in the Private Placement and the issuance of the shares of Common Stock in connection therewith resulted in a greater than 1% ownership change for the Reporting Persons. Neither of the Reporting Persons participated in the Private Placement. | |
| (b) | The information in Items 7 through 10 of each cover page is incorporated by reference into this Item 5(b). | |
| (c) | Except for the information set forth in Item 6, which is incorporated by reference into this Item 5(c), the Reporting Persons have effected no transactions relating to the Common Stock during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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