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Filing Details

Accession Number:: 0000897101-19-000120
Form Type:: 13G Filing
Publication Date:: 2019-02-14 12:09:32

Filed By:: Ibs Capital Llc
Company:: Serina Therapeutics Inc. (NASDAQ:SER)
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
IBS Capital	2,661,746	2,661,746	2,661,746	7.24%
The IBS Turnaround Fund	815,350	815,350	815,350	2.26%
The IBS Turnaround Fund (QP) (A Limited Partnership)	1,670,106	1,670,106	1,670,106	4.59%
The IBS Opportunity Fund, Ltd	176,290	176,290	176,290	0.49%
David A. Taft	2,661,746	2,661,746	2,661,746	7.24%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. ___)

AgeX Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00848H108

(CUSIP Number)

November 29, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	Rule 13d-1(b)
	☐	Rule 13d-1(c)
	☒	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No .

00848H108

Page 2 of 11

1	NAME OF REPORTING PERSONS IBS Capital LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,661,746
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,661,746
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,661,746
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.24%
12	TYPE OF REPORTING PERSON IA

CUSIP No .

00848H108

Page 3 of 11

1	NAME OF REPORTING PERSONS The IBS Turnaround Fund, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 815,350
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 815,350
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 815,350
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.26%
12	TYPE OF REPORTING PERSON PN

CUSIP No .

00848H108

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1	NAME OF REPORTING PERSONS The IBS Turnaround Fund (QP) (A Limited Partnership) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,670,106
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,670,106
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,670,106
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.59%
12	TYPE OF REPORTING PERSON PN

CUSIP No .

00848H108

Page 5 of 11

1	NAME OF REPORTING PERSONS The IBS Opportunity Fund, Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of The Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 176,290
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 176,290
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,290
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.49%
12	TYPE OF REPORTING PERSON FI

CUSIP No .		00848H108			Page 6 of 11

1	NAME OF REPORTING PERSONS David A. Taft I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 2,661,746
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 2,661,746
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,661,746
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES					☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.24%
12	TYPE OF REPORTING PERSON IN

CUSIP No.

00848H108

Page 7 of 11

Item 1(a).		Name of Issuer:
		AgeX Therapeutics, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:
		1010 Atlantic Avenue, Suite 102, Alameda, California 94501

Item 2(a).		Name of Person Filing:
		This Schedule 13G is being jointly filed by the following: IBS Capital LLC (the “Manager”) The IBS Turnaround Fund, L.P. (the “LP Fund”) The IBS Turnaround Fund (QP) (A Limited Partnership) (the “QP Fund”) The IBS Opportunity Fund, Ltd. (the “Opportunity Fund”) David A. Taft (“Mr. Taft”)
		The LP Fund is the direct holder of 525,722 of the Issuer’s shares of common stock (the “Shares”) and holds warrants issued by the Issuer for an additional 289,628 Shares. The QP Fund is the direct holder of 1,095,074 Shares and holds warrants issued by the Issuer for an additional 575,032 Shares. The Opportunity Fund is the direct holder of 114,550 Shares and holds warrants issued by the Issuer for an additional 61,740 Shares. The LP Fund, the QP Fund and the Opportunity Fund (together, the “Funds”) may each be deemed to be the beneficial owners of the Shares and warrants for Shares they hold directly, although each Fund has delegated all investment power and voting power with respect to the Shares to the Manager. The Manager may be deemed to be a beneficial owner of the Shares and warrants for Shares held by the Funds because it is the investment manager of the Opportunity Fund and is the General Partner of the QP Fund and the LP Fund. Mr. Taft may also be deemed to be the beneficial owner of these Shares and warrants for Shares because he controls the Manager in his position as the President and majority owner of the Manager. The Manager, the Funds and Mr. Taft are filing this Schedule 13G pursuant to Rule 13d-1(d) under the Act. Each of the Manager, the Funds and Mr. Taft may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his respective name in Item 4 below.

Item 2(b).		Address of Principal Business Office or, if None, Residence:
		Each of the reporting persons identified in Item 2(a) has its principal business office at: One International Place, Suite 3120, Boston, Massachusetts 02110

Item 2(c).		Citizenship:
		IBS Capital LLC – Massachusetts limited liability company The IBS Turnaround Fund, L.P. – Massachusetts limited partnership The IBS Turnaround Fund (QP) (A Limited Partnership) – Massachusetts limited partnership The IBS Opportunity Fund, Ltd. – International business company organized in the Commonwealth of The Bahamas David A. Taft – United States citizen

Item 2(d).		Title of Class of Securities:
		Common Stock, $0.0001 par value

Item 2(e).		CUSIP Number: 00848H108

Item 3.	If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
	(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

	(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

CUSIP No.

00848H108

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	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

	(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:
		IBS Capital LLC – 2,661,746 The IBS Turnaround Fund, L.P.– 815,350 The IBS Turnaround Fund (QP) (A Limited Partnership) – 1,670,106 The IBS Opportunity Fund, Ltd. – 176,290 David A. Taft – 2,661,746

	(b)	Percent of class:1
		IBS Capital LLC – 7.24% The IBS Turnaround Fund, L.P.– 2.26% The IBS Turnaround Fund (QP) (A Limited Partnership) – 4.59% The IBS Opportunity Fund, Ltd. – 0.49% David A. Taft – 7.24%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote
			IBS Capital LLC – 0 The IBS Turnaround Fund, L.P. – 0 The IBS Turnaround Fund (QP) (A Limited Partnership) – 0 The IBS Opportunity Fund, Ltd. – 0 David A. Taft – 0

		(ii)	Shared power to vote or to direct the vote
			IBS Capital LLC – 2,661,746 The IBS Turnaround Fund, L.P. – 815,350 The IBS Turnaround Fund (QP) (A Limited Partnership) – 1,670,106 The IBS Opportunity Fund, Ltd. – 176,290 David A. Taft – 2,661,746

		(iii)	Sole power to dispose or to direct the disposition of
			IBS Capital LLC – 0 The IBS Turnaround Fund, L.P. – 0 The IBS Turnaround Fund (QP) (A Limited Partnership) – 0 The IBS Opportunity Fund, Ltd. – 0 David A. Taft – 0

		(iv)	Shared power to dispose or to direct the disposition of
			IBS Capital LLC – 2,661,746 The IBS Turnaround Fund, L.P. – 815,350 The IBS Turnaround Fund (QP) (A Limited Partnership) – 1,670,106 The IBS Opportunity Fund, Ltd. – 176,290 David A. Taft – 2,661,746

¹ Percentage calculated in each case based on 35,830,000 aggregate Shares issued and outstanding as reported in the Amendment No. 5 to Form 10 Registration Statement filed by the Issuer on November 26, 2018, plus the applicable number of warrants for additional shares held by each of the Funds, respectively.

CUSIP No.

00848H108

Page 9 of 11

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not applicable

Item 8.	Identification and Classification of Members of the Group.
	Not applicable

Item 9.	Notice of Dissolution of Group.
	Not applicable

Item 10.	Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

	IBS CAPITAL LLC

	Date: February 14, 2019

By:		/s/ David A. Taft
Name:		David A. Taft
Title:		President

	THE IBS TURNAROUND FUND, L.P.

	Date: February 14, 2019

By:		IBS Capital LLC
		General Partner

By:		/s/ David A. Taft
Name:		David A. Taft
Title:		President

	THE IBS TURNAROUND FUND (QP)
	(A LIMITED PARTNERSHIP)

	Date: February 14, 2019

By:		IBS Capital LLC
		General Partner

By:		/s/ David A. Taft
Name:		David A. Taft
Title:		President

CUSIP No .

00848H108

Page 10 of 11


		THE IBS OPPORTUNITY FUND, LTD.

		Date: February 14, 2019



By:		IBS Capital LLC
		Investment Manager

By:		/s/ David A. Taft
Name:		David A. Taft
Title:		President

	Date: February 14, 2019

Signature:		/s/ David A. Taft
Name:		David A. Taft

CUSIP No .

00848H108

Page 11 of 11

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13G with respect to the common stock of AgeX Therapeutics, Inc., dated as of February 14, 2019, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

	IBS CAPITAL LLC

	Date: February 14, 2019

	By:	/s/ David A. Taft
	Name:	David A. Taft
	Title:	President

	THE IBS TURNAROUND FUND, L.P.

	Date: February 14, 2019

	By:	IBS Capital LLC
		General Partner

	By:	/s/ David A. Taft
	Name:	David A. Taft
	Title:	President

	THE IBS TURNAROUND FUND (QP) (A LIMITED PARTNERSHIP)

	Date: February 14, 2019

	By:	IBS Capital LLC
		General Partner

	By:	/s/ David A. Taft
	Name:	David A. Taft
	Title:	President

	THE IBS OPPORTUNITY FUND, LTD.

	Date: February 14, 2019

	By:	IBS Capital LLC
		Investment Manager

	By:	/s/ David A. Taft
	Name:	David A. Taft
	Title:	President

	Date: February 14, 2019

	Signature:	/s/ David A. Taft
	Name:	David A. Taft