Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On January 25, 2023, AgeX borrowed the remaining $500,000 under the Secured
Convertible Promissory Note (the "Secured Note") dated as of February 14, 2022
with Juvenescence Limited ("Juvenescence"). AgeX has now borrowed the maximum
principal amount of $13,160,000 under the Secured Note line of credit. The
outstanding principal balance of the Secured Note will become due and payable on
February 14, 2024 (the "Repayment Date").
In lieu of accrued interest, AgeX will pay Juvenescence an Origination Fee in an
amount equal to 4% of the amount each draw of loan funds, which will accrue as
each draw is funded, and an additional 4% of all the total amount of funds drawn
that will accrue following the end of the 12 month period during which funds may
be drawn from the line of credit. The Origination Fee will become due and
payable on the Repayment Date or in a pro rata amount with any prepayment, in
whole or in part of the outstanding principal balance of the Secured Note.
The outstanding principal balance and other amounts due on the Secured Note may
become immediately due and payable prior to the Repayment Date if an Event of
Default as defined in the Secured Note occurs. Events of Default under the
Secured Note include: (a) AgeX fails to pay any principal amount payable by it
in the manner and at the time provided under and in accordance with the Secured
Note, (b) AgeX fails to pay any other amount payable by it in the manner and at
the time provided under and in accordance with the Secured Note or the Security
Agreement or any other agreement executed in connection with the Secured Note
(the "Other Loan Documents") and the failure is not remedied within three
business days; (c) AgeX fails to perform any of its covenants or obligations or
fail to satisfy any of the conditions under the Secured Note or any other Loan
Document and, such failure (if capable of remedy) remains unremedied to the
satisfaction of Juvenescence (in its sole discretion) for 10 business days after
the earlier of (i) notice requiring its remedy has been given by Juvenescence to
AgeX and (ii) actual knowledge of the failure by senior officers of AgeX; (d) if
any indebtedness of AgeX in excess of $100,000 becomes due and payable, or a
breach or other circumstance arises thereunder such that Juvenescence is
entitled to declare such indebtedness due and payable, prior to its due date, or
any indebtedness of AgeX in excess of $25,000 is not paid on its due date; (e)
AgeX stops payment of its debts generally or ceases or threatens to cease to
carry on its business or is unable to pay its debts as they fall due or is
deemed by a court of competent jurisdiction to be unable to pay its debts as
they fall due, or enters into any arrangements with its creditors generally; (f)
if (i) an involuntary proceeding (other than a proceeding instituted by
Juvenescence or an affiliate of Juvenescence) shall be commenced or an
involuntary petition shall be filed seeking liquidation, reorganization or other
relief in respect of AgeX and any subsidiary, or of all or a substantial part of
its assets, under any federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) an involuntary
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for AgeX or a subsidiary or for a substantial part of its
assets occurs (other than in a proceeding instituted by Juvenescence or an
affiliate of Juvenescence), and, in any such case, such proceeding shall
continue undismissed and unstayed for sixty (60) consecutive days without having
been dismissed, bonded or discharged or an order of relief is entered in any
such proceeding; (g) it becomes unlawful for AgeX to perform all or any of its
obligations under the Secured Note or any authorization, approval, consent,
license, exemption, filing, registration or other requirement of any
governmental, judicial or public body or authority necessary to enable AgeX to
comply with its obligations under the Secured Note or to carry on its business
is not obtained or, having been obtained, is modified in a manner that precludes
AgeX or its subsidiaries from conducting their business in any material respect,
or is revoked, suspended, withdrawn or withheld or fails to remain in full force
and effect; (h) the issuance or levy of any judgment, writ, warrant of
attachment or execution or similar process against all or any material part of
the property or assets of AgeX or a subsidiary if such process is not released,
vacated or fully bonded within 60 calendar days after its issue or levy; (i) any
injunction, order, judgment or decision of any court is entered or issued which,
in the opinion of Juvenescence, materially and adversely affects, or is
reasonably likely so to affect, the ability of AgeX or a subsidiary to carry on
its business or to pay amounts owed to Juvenescence under the Secured Note; (j)
AgeX, whether in a single transaction or a series of related transactions,
sells, leases, licenses, consigns, transfers or otherwise disposes of any
material portion of its assets (with any such disposition with respect to any
asset or assets with a fair value of at least $250,000 being deemed material),
other than (i) certain permitted investments (ii) sales, transfers and
dispositions of inventory in the ordinary course of business, (iii) any
termination of a lease of real or personal property that is not necessary in the
ordinary course of the AgeX's business, could not reasonably be expected to have
a material adverse effect and does not result ?from AgeX's default, and (iv) any
sale, lease, license, consignment, transfer or other disposition of assets that
are no longer necessary in the ordinary course of business or which has been
approved in writing by Juvenescence; (k) any of the following shall occur: (i)
the security and/or liens created by the Security Agreement or any other Loan
Document shall at any time cease to constitute valid and perfected security
and/or liens on any material portion of the collateral intended to be covered
thereby; (ii) except for expiration in accordance with its terms, the Security
Agreement or any other Loan Document pursuant to which a lien is granted by AgeX
in favor of Juvenescence shall for whatever reason be terminated or shall cease
to be in full force and effect; (iii) the enforceability of the Security
Agreement or any other Loan Document pursuant to which a lien is granted by AgeX
in favor of Juvenescence shall be contested by AgeX or a subsidiary, (iv) AgeX
shall assert that its obligations under the Secured Note or any other Loan
Document shall be invalid or unenforceable, or (v) a loss, theft, damage or
destruction occurs with respect to a material portion of the collateral; (l)
there is any change in the financial condition of AgeX and its subsidiaries
which, in the opinion of Juvenescence, materially and adversely affects, or is
reasonably likely so to affect, the ability of AgeX to perform any of its
obligations under the Secured Note; and (m) any representation, warranty or
statement made, repeated or deemed made or repeated by AgeX in the Secured Note,
or pursuant to the Loan Documents, is incomplete, untrue, incorrect or
misleading in any material respect when made, repeated or deemed made.
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Item 3.02 Unregistered Sales of Equity Securities.
In connection with AgeX's January 25, 2023 draw of loan funds under the Secured
Note (as defined in Item 2.03 of this Report), AgeX will issue to Juvenescence
upon approval for listing by the NYSE American warrants to purchase 340,136
shares of AgeX common stock at an exercise price of $0.735 per share.
Item 9.01 - Financial Statements and Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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