Serina Therapeutics Enters $25M Common Stock Purchase Agreement with Roth

What Happened
Serina Therapeutics, Inc. announced on Aug 27, 2026 (agreement dated Aug 21, 2026) that it entered a Common Stock Purchase Agreement and a related Registration Rights Agreement with Roth Principal Investments, LLC. Under the agreement the company may, at its option, sell up to $25,000,000 of newly issued common stock to Roth over a period of up to 36 months after certain conditions are met (including effectiveness of a registration statement). The company is not required to sell any shares; timing and amounts are controlled by Serina.

Key Details

• Maximum commitment: up to $25,000,000 of common stock purchasable by Roth Principal Investments during the term (up to 36 months after "Commencement"). Agreement dated Aug 21, 2026.
• Price mechanics: purchase price tied to VWAP with tiered discounts. For Market Open/Intraday purchases the multiplier is 0.93 (7% discount) until cumulative purchases reach $12.5M, then 0.97 (3% discount). For Pre-/Post-Market purchases the multiplier shifts from 0.93 to 0.95 after $12.5M.
• Share limits: NYSE American rules cap issuance to 5,077,554 shares (19.99% of outstanding pre-agreement) unless stockholder approval or per-share price meets the Base Price ($2.7695). Roth and affiliates may not beneficially own more than 4.99% of outstanding shares.
• Conditions, fees and restrictions: Commencement requires an effective resale registration statement (Registration Rights Agreement). Serina will reimburse Roth $100,000 of legal fees on execution and up to $7,500 per fiscal quarter for certain diligence; Serina will pay up to $50,000 to Compass Point as qualified independent underwriter. The agreement includes a limited standstill and restrictions on certain "variable rate" financings while in effect.

Why It Matters
This agreement gives Serina a flexible equity financing backstop: the company can access up to $25M of capital over time, priced to market based on VWAP with preset discounts, but only if it chooses to draw on it and after a resale registration is effective. For investors, key takeaways are the potential dilution if Serina draws funds, the share issuance caps tied to NYSE rules (and a de facto price floor to bypass the 19.99% cap), and the 4.99% ownership cap for Roth. The filing does not obligate Serina to sell shares and states proceeds would be used for working capital and general corporate purposes.