UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A-2



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF
THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



OR



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF
THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ___________ to __________



Commission
file number 1-38519



AgeX
Therapeutics, Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                                                                               |  | 82-1436829                                                  
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
        Employer
        Identification
        No.)



965
Atlantic Avenue, Suite 101

Alameda,
California 94501

(Address
of principal executive offices) (Zip Code)



Registrant’s
telephone number, including area code (510) 871-4190



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                       |  | Trading
    Symbol |  | Name
    of exchange on which registered
|--------------------------------------------- |  | ------------------ |  | ----------------------------------------
|Common
    Stock, par value $0.0001 per share |  | AGE                |  | NYSE
    American                       



Securities
registered pursuant to Section 12(g) of the Act:

None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer ☐ | Accelerated
    filer ☐        
|----------------------------- | -------------------------------
|Non-accelerated
    filer ☒   | Smaller
    reporting company ☒
|                              | Emerging
    growth company ☒  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☒



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
☒



The
approximate aggregate market value of shares of voting common stock held by non-affiliates computed by reference to the price
at which shares of common stock were last sold as of June 30, 2019 was $56.4 million. Shares held by each executive officer and
director and by each person who beneficially owns more than 5% of the outstanding common stock have been excluded in that such
persons may under certain circumstances be deemed to be affiliates. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.



As
of March 16, 2020, there were outstanding 37,656,415 shares of common stock, par value $0.0001 per share.



DOCUMENTS
INCORPORATED BY REFERENCE




















EXPLANATORY
NOTE



The
sole purpose of this Amendment No. 2 to the Annual Report on Form 10-K for the year ended December 31, 2019 of AgeX Therapeutics,
Inc. filed with the Securities and Exchange Commission on March 30, 2020 (the “Form 10-K”) is to amend Item 9A of
Part II to include management’s annual report on internal control over financial reporting in accordance with Rule 308(a)
of Regulation S-K.



No
other changes have been made to the Form 10-K. This Amendment No. 2 to the Form 10-K speaks as of the original filing date of
the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update
in any way disclosures made in the original Form 10-K.



2







PART
II

Item
9A. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



It
is management’s responsibility to establish and maintain adequate internal control over all financial reporting pursuant
to Rule 13a-15 under the Exchange Act. Our management, including our principal executive officer and our principal financial officer,
have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of the end of our fourth quarter. Following
this review and evaluation,management collectively determined that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) is accumulated and communicated
to management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.



Changes
in Internal Control over Financial Reporting



There
were no changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended
December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



Management’s
Report on Internal Control over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our
principal executive officer, our principal operations officer, and our principal financial officer, and effected by our Board
of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:



| | ● | Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
    our assets;                                                                                                                                                                           
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                  
| | ● | Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
    with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with
    authorizations of our management and directors; and
| |   |                                                                                                                                                                                                                                                                                                                                  
| | ● | Provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
    that could have a material effect on the financial statements.                                                                                                                       



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.



Our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019, based on criteria
established in the 2013 Internal Control - Integrated Framework issued by COSO. Based on this assessment, management believes
that, as of that date, our internal control over financial reporting was effective.



3









PART
IV



Item
15. Financial Statement and Exhibits



(b)
Exhibits.



EXHIBIT
INDEX



|Exhibit
    Number |  | Exhibit
    Description                                                                                                                                                                                                                                                       
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                               
|2.1                |  | Asset Purchase Agreement, dated as of August 13, 2018, by and between Escape Therapeutics, Inc. and AgeX Therapeutics, Inc. #+ (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-2 filed with the Securities and Exchange Commission on August 30, 2018)
|                   |  |                                                                                                                                                                                                                                                                               
|3.1                |  | Certificate of Incorporation (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) filed with the Securities and Exchange Commission on June 8, 2018)                                                                                                         
|                   |  |                                                                                                                                                                                                                                                                               
|3.2                |  | Bylaws (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) filed with the Securities and Exchange Commission on June 8, 2018)                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                               
|4.1                |  | Specimen of Common Stock Certificate (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-2 filed with the Securities and Exchange Commission on August 30, 2018)                                                                                          
|                   |  |                                                                                                                                                                                                                                                                               
|4.2                |  | Warrant dated August 13, 2019 (Incorporated by reference to AgeX Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019)                                                                                       
|                   |  |                                                                                                                                                                                                                                                                               
|4.3                |  | Description of Securities*                                                                                                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                               
|10.1               |  | Asset Contribution and Separation Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. #. (Incorporated by reference to Lineage’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)                    
|                   |  |                                                                                                                                                                                                                                                                               
|10.2               |  | License Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc.# (Incorporated by reference to Lineage’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)                                                
|                   |  |                                                                                                                                                                                                                                                                               
|10.3               |  | AgeX Therapeutics, Inc. 2017 Equity Incentive Plan (Incorporated by reference to AgeX Therapeutics, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 30, 2019).                                                         
|                   |  |                                                                                                                                                                                                                                                                               
|10.4               |  | Form of AgeX Therapeutics, Inc. Employee Stock Option Agreement (Incorporated by reference to AgeX Therapeutics, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 30, 2019)                                             
|                   |  |                                                                                                                                                                                                                                                                               
|10.5               |  | Form of AgeX Therapeutics, Inc. Non-Employee Director Stock Option Agreement (Incorporated by reference to AgeX Therapeutics, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 30, 2019)                                
|                   |  |                                                                                                                                                                                                                                                                               
|10.6               |  | Form of AgeX Therapeutics, Inc. Restricted Stock Agreement (Incorporated by reference to AgeX Therapeutics, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 30, 2019)                                                  





4









|10.7  |  | Form of AgeX Therapeutics, Inc. Restricted Stock Unit Agreement (Incorporated by reference to AgeX Therapeutics, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 30, 2019)                                                                                                
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.8  |  | Sublicense Agreement, dated September 26, 2017, between Lineage Cell Technology, Inc. and AgeX Therapeutics, Inc. # (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.9  |  | First Amendment, dated November 8, 2017, to License Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                          
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.10 |  | Sublicense Agreement, dated August 17, 2017, by and among OrthoCyte Corporation, Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. # (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                                     
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.11 |  | First Amendment, dated November 8, 2017, to Sublicense Agreement, dated August 17, 2017, between OrthoCyte Corporation, Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.12 |  | License Agreement, dated August 17, 2017, by and between ES Cell International Ptd Ltd., Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. # (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                             
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.13 |  | Employee Matters Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.14 |  | Employment Agreement, by and between AgeX Therapeutics, Inc. and Hal Sternberg, dated August 21, 2017 (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) filed with the Securities and Exchange Commission on June 8, 2018)                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.15 |  | Tax Matters Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.16 |  | Form of Registration Rights Agreement. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.17 |  | License Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. # (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the Securities and Exchange Commission on July 19, 2015)                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.18 |  | Employment Agreement, by and between AgeX Therapeutics, Inc. and Michael D. West, dated October 18, 2018. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form 10-12(b) A-3 filed with the Securities and Exchange Commission on October 22, 2018)                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.19 |  | Compensation Agreement, dated March 1, 2019, between AgeX Therapeutics, Inc. and Russell Skibsted (Incorporated by reference to AgeX Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2019)                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.20 |  | Standard Sublease, dated for reference March 13, 2019, between AgeX Therapeutics, Inc. and InSite Vision, Inc. (Incorporated by reference to AgeX Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2019)                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.21 |  | Loan Facility Agreement, dated August 13, 2019, between AgeX Therapeutics, Inc. and Juvenescence Limited (Incorporated by reference to AgeX Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019)                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                  
|10.22 |  | Warrant Agreement, dated August 13, 2019, between AgeX Therapeutics, Inc. and Juvenescence Limited, including form of warrant (Incorporated by reference to AgeX Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019)                                          





5







|10.23   |  | Registration Rights Agreement, dated August 13, 2019, between AgeX Therapeutics, Inc. and Juvenescence Limited (Incorporated by reference to AgeX Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019)
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                         
|10.24   |  | Secured Convertible Facility Agreement, dated March 30, 2020, by and among AgeX Therapeutics, Inc., ReCyte Therapeutics, Inc., Reverse Bioengineering, Inc., and Juvenescence Limited*                                                                                  
|        |  |                                                                                                                                                                                                                                                                         
|10.25   |  | Warrant Agreement, dated March 30, 2020, between AgeX Therapeutics, Inc. and Juvenescence Limited, including form of warrant*                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                         
|10.26   |  | Amendment No. 1 to Registration Rights Agreement, dated March 30, 2020, between AgeX Therapeutics, Inc. and Juvenescence Limited*                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                         
|21.1    |  | List of Subsidiaries *                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                         
|23.1    |  | Consent of OUM & Co. LLP *                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                         
|31      |  | Rule 13a-14(a)/15d-14(a) Certification **                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                         
|32      |  | Section 1350 Certification **                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                         
|101     |  | Interactive Data Files *                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                         
|101.INS |  | XBRL
    Instance Document                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                         
|101.SCH |  | XBRL
    Taxonomy Extension Schema                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                         
|101.CAL |  | XBRL
    Taxonomy Extension Calculation Linkbase                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                         
|101.DEF |  | XBRL
    Taxonomy Extension Definition Document                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                         
|101.LAB |  | XBRL
    Taxonomy Extension Label Linkbase                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                         
|101.PRE |  | XBRL
    Taxonomy Extension Presentation Linkbase                                                                                                                                                                                                                       







|*  | Previously
    filed.                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                      
|** | Filed
    herewith.                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                      
|#  | Confidential
    treatment has been granted with respect to portions of this exhibit (indicated by asterisks) and those portions have been
    separately filed by Lineage Cell Therapeutics, Inc. with the Securities and Exchange Commission.      
|   |                                                                                                                                                                                                                                                      
|+  | Certain
    schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of
    any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.





6







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on the 22nd day of May
2020.



| | AGEX
    THERAPEUTICS, INC.
| | ---------------------------
| |                            
| | By:                        
| |                            
| |                            





7