Serina Therapeutics, Inc.SER
Serina Therapeutics, Inc. Stock Compensation Disclosure
Stock-Based Awards
Equity Incentive Plan Awards
Serina 2024 Inducement Equity Plan
On August 15, 2024, the Company’s Board of Directors adopted the 2024 Inducement Equity Plan, (the “2024 Inducement Plan”). Under the 2024 Inducement Plan, the Company has reserved 1,000,000 shares of its common stock for the grant to new employees or non-employee directors of stock options, stock appreciation rights (“SARs”), sale of restricted stock units (“RSUs”), or other securities as approved by its Board of Directors or the Compensation Committee. As of December 31, 2025, 877,750 stock options remain available for issuance under the 2024 Inducement Equity Plan.
Serina 2024 Equity Incentive Plan
On March 27, 2024, the Company’s Board of Directors adopted the 2024 Equity Incentive Plan, (the “2024 Incentive Plan”). Under the 2024 Incentive Plan, the Company has reserved 2,675,000 shares of its common stock for the grant to employees, directors, and consultants of stock options, SARs, RSUs, or other securities as approved by its Board of Directors or the Compensation Committee. As of December 31, 2025, 868,629 shares remain available for issuance under the 2024 Equity Incentive Plan.
Serina 2017 Stock Option Plan
In 2017, the Legacy Serina’s Board of Directors adopted the Serina Therapeutics, Inc. 2017 Stock Option Plan (the “2017 Option Plan”) that provides for the granting of stock options to employees. Pursuant to the Merger Agreement, the Company assumed the outstanding stock options granted by Legacy Serina under the 2017 Option Plan. Pursuant to the Merger Agreement, no additional options shall be granted under the 2017 Option Plan.
Serina 2017 Equity Incentive Plan
Under the Serina 2017 Equity Incentive Plan, as amended (the “2017 Incentive Plan” and formerly the AgeX 2017 Equity Incentive Plan), the Company has reserved 241,683 shares of common stock for the grant of stock options or the sale of Restricted Stock or for the settlement of RSUs. Pursuant to the Merger Agreement no additional options shall be granted under the 2017 Stock Option Plan.
A summary of Serina stock option activity under all plans and related information was as follows (in thousands, except weighted average exercise price):
Options Outstanding | ||||||||||||||||||||||||||
| Number of Shares | Weighted- Average Exercise Price (per share) | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||||||||||||
| Balance at December 31, 2024 | 3,221 | $ | 4.81 | 7.7 | $ | 7,530 | ||||||||||||||||||||
| Granted | 250 | $ | 4.53 | |||||||||||||||||||||||
| Exercised | (260) | $ | 0.06 | $ | 1,321 | |||||||||||||||||||||
| Cancelled/Forfeited | (54) | $ | 5.00 | |||||||||||||||||||||||
| Balance at December 31, 2025 | 3,157 | $ | 5.18 | 7.0 | $ | 2,282 | ||||||||||||||||||||
| Options exercisable at December 31, 2025 | 1,862 | $ | 3.31 | 5.9 | $ | 2,282 | ||||||||||||||||||||
A summary of Serina RSU activity was as follows (in thousands, except weighted average exercise price):
| Restricted Stock Units | ||||||||||||||
| Number of Restricted Stock Units | Weighted- Average Exercise Price (per share) | |||||||||||||
| Balance at December 31, 2024 | — | $ | — | |||||||||||
| Awards granted | 5 | $ | 5.75 | |||||||||||
| Awards vested | (5) | $ | 5.75 | |||||||||||
| Awards cancelled | — | $ | — | |||||||||||
| Balance at December 31, 2025 | — | $ | — | |||||||||||
Stock-based Compensation Expense
During the year ended December 31, 2025, Company granted stock options to purchase 250,250 shares of common stock to certain employees, the Board and consultants under the 2024 Equity Incentive Plan and 2024 Inducement Equity Plan, with a weighted average grant date fair value of $3.64 per share. The Company also granted 5,000 RSUs under the 2024 Equity Incentive Plan with a weighed average grant date fair value of $5.75 per share during the year ended December 31, 2025. The aggregate intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $1.3 million and $1.8 million, respectively. Total unrecognized compensation cost related to unvested stock option grants of $7.6 million as of December 31, 2025 is expected to be 2.3 years.
Stock-based compensation expense has been allocated to operating expenses as follows (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Research and development | $ | 858 | $ | 551 | |||||||
| General and administrative | 2,935 | 2,044 | |||||||||
| Total stock-based compensation expense | $ | 3,793 | $ | 2,595 | |||||||
The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions including the market price of the underlying common stock, expected option life, risk-free interest rates, volatility, and dividend yield. The assumptions that were used to calculate the grant date fair value of employee and non-employee stock option grants were as follows:
| Year ended December 31, | |||||||||||
2025 | 2024 | ||||||||||
| Expected life (in years) | 5.0 - 6.1 | 5.0 - 6.1 | |||||||||
| Volatility | 97.0% - 111.7% | 112.7% - 118.3% | |||||||||
| Risk-free interest rates | 3.7% - 4.7% | 3.5% - 4.7% | |||||||||
| Dividend yield | — | — | |||||||||
Each of these inputs is subjective and generally requires significant judgment.
Expected Life — The expected life represents the weighted-average period that the Company's stock-based awards are expected to remain outstanding and is determined using the "simplified method", whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option.
Volatility — The volatility is estimated using the historical volatilities of comparable publicly traded companies over a period equal to the expected life as the Company does not have sufficient trading history for its common stock price.
Risk-free interest rates — The risk-free interest rate is determined by reference to the U.S. Treasury fixed rate maturities issues similar in duration to the expected life of the award.
Dividend yield — The Company currently has never paid and has no plans to pay any dividends on its common stock. Therefore, the Company has used an expected dividend rate of zero.
The Company does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 24, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.