Serina Therapeutics signs $25 million equity purchase deal with Roth Principal Investments

Serina Therapeutics, Inc. entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with Roth Principal Investments, LLC, both dated August 21, 2026, according to an 8-K filing. Under the agreement, Serina may choose, at its own discretion, to sell Roth Principal Investments as much as $25,000,000 in newly issued common shares, subject to conditions in the agreement.¹ The company controls whether and when any sales occur, and it has no requirement to sell shares under the arrangement.¹

Once conditions are met, including SEC effectiveness of a resale registration statement, Serina gains the ability, though not the obligation, over as long as 36 months from that "Commencement Date" to direct purchases in several forms: Market Open, Intraday, Pre-Market, and Post-Market Purchases¹, each triggered by notice within specific windows tied to trading hours.

Pricing follows a tiered discount to volume-weighted average price. For Market Open and Intraday Purchases, the multiplier is 0.93 (a 7% discount) until cumulative sales reach $12,500,000, then 0.97 (a 3% discount) afterward.¹ Pre-Market and Post-Market Purchases use 0.93 up to that same threshold, then 0.95 (a 5% discount) beyond it.¹

NYSE American rules cap issuance at 5,077,554 shares, or 19.99% of shares outstanding before the agreement, unless shareholders approve more or the price clears a $2.7695 floor.¹ Roth Principal Investments' resulting ownership is capped at 4.99% of outstanding shares.¹

Serina said any proceeds would go toward working capital and general corporate purposes.¹ The agreement terminates automatically after 36 months from Commencement, once $25,000,000 in shares is sold, if NYSE American listing lapses for a trading day, or upon bankruptcy-related events.¹