{"url_path":"/sec/ser/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1708599/0001708599-26-000035-index.html","accession_number":"0001708599-26-000035","cik":"0001708599","ticker":"SER","issuer_name":"Serina Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1708599/0001708599-26-000035-index.html","primary_entity_key":"0001708599","primary_entity_name":"Serina Therapeutics, Inc."},"word_count":502,"has_tables":true,"body_markdown":"Item 1A. Risk Factors\n\nOur business, financial condition, results of operations and future growth prospects are subject to various risks, including those described under “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 25, 2026, as amended on March 27, 2026 (collectively, the “Form 10-K”), which we encourage you to review. There have been no material changes from the risk factors disclosed in the Form 10-K, except as set forth below:\n\nOur March 2026 purchase agreement involving a member of our Board of Directors and related governance arrangements may result in conflicts of interest, dilution, stockholder approval risks, and increased investor influence over our affairs.\n\nIn the March 2026 PIPE, Gregory H. Bailey, M.D., a current member of our Board of Directors, acting as lead investor, and certain other investors, purchased shares of the Company’s common stock, pre-funded warrants, and redeemable warrants. As a result of this transaction, and subject to stockholder approval and future warrant exercises, Dr. Bailey and the other investors may acquire significant ownership interests in the Company, resulting in dilution to existing stockholders and potentially increasing the influence of these investors over matters submitted to stockholders. If all required stockholder approvals are obtained at the Company’s 2026 Annual Meeting of Stockholders currently scheduled for June 17, 2026, the Company expects that Dr. Bailey will beneficially own approximately 37.9% of the then-outstanding shares of the Company’s common stock.\n\nAlthough the transaction was reviewed and approved by a special committee of independent and disinterested directors, transactions involving directors may present actual or perceived conflicts of interest and may be subject to heightened scrutiny by stockholders, regulators, proxy advisory firms, or courts. Any such scrutiny could result in reputational harm, stockholder litigation, increased costs, or adverse effects on the trading price of our common stock.\n\nIn addition, pursuant to the March 2026 PIPE, Dr. Bailey was appointed as Co‑Chairman of our Board of Directors, and the investors obtained the right, subject to specified conditions, to designate an additional non‑executive director. These governance rights may lead to increased investor influence over the composition of our Board and our strategic direction and could result in decisions that do not align with the interests of all stockholders.\n\nFurther, the issuance of shares to Dr. Bailey requires stockholder approval under NYSE American rules. If such approval is not obtained in a timely manner, or at all, the anticipated issuance of shares underlying the pre‑funded warrants will be delayed or may not occur, which could negatively affect our capital structure, liquidity planning, and investor confidence. Our obligation to continue seeking stockholder approval at subsequent meetings until approval is obtained may also result in additional costs and management distraction.\n\nThe potential issuance of a substantial number of shares upon exercise of the pre‑funded warrants and redeemable warrants, as well as the perception of future dilution or changes in control, could adversely affect the market price and volatility of our common stock and our ability to raise additional capital on favorable terms."}