▸ As of March 1, 2026, Juvenescence Limited (“Juvenescence”) owned approximately 33.0% of the outstanding shares of our common stock, including shares issuable upon exercise of warrants held by Juvenescence.· ● 1 ▸ If a product that has ODD subsequently receives the first FDA approval for a particular active ingredient for the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not· ● 1 ▸ If we do not continue to satisfy the NYSE American continued listing requirements, our Common Stock could be delisted from NYSE American· ● 1 ▸ If we experience material weaknesses in the future or otherwise fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.· ● 1 ▸ Failure of our technology would significantly harm our business, results of operations, and prospects.● · 1 ▸ Failure to obtain regulatory approval to market any of our product candidates would significantly harm our business, results of operations, and prospects.● · 1 ▸ The biotechnology and pharmaceutical industries have experienced substantial litigation and other proceedings concerning intellectual property rights, and third parties may initiate legal proceedings alleging that we are infringing,● · 1 ▸ Transfers of our securities utilizing Rule 144 of the Securities Act may be limited.● · 1 ▸ A pandemic, epidemic, or outbreak of an infectious disease, may materially and adversely affect our business and our financial results and could cause a disruption to the development of product candidates.● ● 2 ▸ Additional regulatory burdens and other risks and uncertainties in foreign markets may limit our growth.● ● 2 ▸ An active trading market for our common stock may not develop and our stockholders may not be able to resell their shares of common stock for a profit, if at all.● ● 2 ▸ Anti-takeover provisions in our governance documents and under Delaware law could make an acquisition of Serina more difficult and may prevent attempts by our stockholders to replace or remove our management.● ● 2 ▸ Any product candidate we advance into clinical trials may cause unacceptable adverse events or have other properties that may delay or prevent our regulatory approval or commercialization or limit our commercial potential.● ● 2 ▸ Any trademarks we may obtain may be infringed or successfully challenged, resulting in harm to our business.● ● 2 ▸ Because we are an early-stage company, our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations.● ● 2 ▸ Changes in U.S. and international trade policies, particularly with respect to China, may adversely impact our business and operating results.● ● 2 ▸ Changes in patent law in the United States and in non U.S. jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our technologies and product candidates.● ● 2 ▸ Changes in tax laws may materially adversely affect our business, prospects, financial condition and operating results.● ● 2 ▸ Corporate and academic collaborators may take actions to delay, prevent, or undermine the success of our products.● ● 2 ▸ Data provided by collaborators and others upon which we rely that has not been independently verified could turn out to be false, misleading, or incomplete.● ● 2 ▸ Even if we are able to commercialize any product candidates, such products may become subject to unfavorable pricing regulations, reimbursement practices, or health care reform initiatives, which would harm our business.● ● 2 ▸ Future sales of shares by existing stockholders could cause our stock price to decline.● ● 2 ▸ Health care and other reform legislation may increase the difficulty and cost for us and any collaborators we may have to obtain marketing approval of and commercialize our product candidates and affect the prices we, or they, may obtain.● ● 2 ▸ If any product candidate is approved but does not achieve an adequate level of acceptance by physicians, hospitals, health care payors and patients, we may not generate sufficient revenue from these products and may not become or remain profitable.● ● 2 ▸ If any product candidate that we successfully develop does not achieve broad market acceptance among physicians, patients, health care payors and the medical community, the revenues that we generate from their sales will be limited.● ● 2 ▸ If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.● ● 2 ▸ If we are unable to hire additional qualified personnel, our ability to grow our business may be harmed.● ● 2 ▸ If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.● ● 2 ▸ If we do not obtain patent term extension for our drug candidates, our business may be materially harmed.● ● 2 ▸ If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.● ● 2 ▸ If we fail to attract and retain management and other key personnel, we may be unable to continue to successfully develop or commercialize our product candidates or otherwise implement our business plan.● ● 2 ▸ If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.● ● 2 ▸ If we or our partners are sued for infringing on the intellectual property rights of third parties, it could be costly and time consuming, and an unfavorable outcome in any such litigation could have a material adverse effect on our business.● ● 2 ▸ Intellectual property rights do not necessarily address all potential threats.● ● 2 ▸ Our ability to use net operating loss (NOL) carryforwards and other tax attributes may be limited, including as a result of the Merger.● ● 2 ▸ Our employees, principal investigators, consultants, and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.● ● 2 ▸ Our future success depends on our ability to recruit and retain our executive team and key scientists and to attract, retain, and motivate qualified personnel.● ● 2 ▸ Our insurance policies are expensive and protect us only from some business risks, which will leave us exposed to significant uninsured liabilities.● ● 2 ▸ Our product candidates are at an early stage of development and may not be successfully developed or commercialized.● ● 2 ▸ Our success is largely based upon our intellectual property and proprietary technologies, and we may be unable to protect and/or enforce our intellectual property.● ● 2 ▸ Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.● ● 2 ▸ Preliminary results from our nonclinical studies and clinical trials that we announce or publish from time to time may change as more patient data becomes available and as the data undergoes audit and verification procedures.● ● 2 ▸ Risks Related to Employee and Operations Matters, Managing Growth and Information Technology● ● 2 ▸ group Risks Related to Our Business, Industry, and Future Commercialization● ● 2 rw ▸ group Risks Related to Our Intellectual Property● ● 2 ▸ Risks Related to Our Operating History, Financial Position and Capital Requirements● ● 2 ▸ group Risks Related to Regulatory and Compliance Matters● ● 2 ▸ group Risks Related to the Company● ● 2 ▸ group Risks Related to the Development of Our Products● ● 2 ▸ Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations, and prospects.● ● 2 ▸ The FDA or comparable foreign regulatory authorities may disagree with our regulatory plans, and we may fail to obtain regulatory approval of our product candidates.● ● 2 ▸ The FDA regulatory approval process is lengthy, time consuming, and inherently unpredictable, and we may experience significant delays in the clinical development and regulatory approval, if any, of our product candidates.● ● 2 ▸ The market price of our common stock is expected to be volatile.● ● 2 ▸ Third parties may assert that our employees, consultants, or advisors have wrongfully used or disclosed confidential information or misappropriated trade secrets.● ● 2 ▸ U.S. federal income tax reform could adversely affect our business and financial condition.● ● 2 ▸ Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations.● ● 2 ▸ We do not anticipate paying any cash dividends in the foreseeable future.● ● 2 ▸ We expect to expand our development, regulatory, and future sales and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.● ● 2 ▸ We expect to take advantage of reduced disclosure and governance requirements applicable to smaller reporting companies, which could result in our common stock being less attractive to investors.● ● 2 ▸ We face risks associated with increased political uncertainty.● ● 2 ▸ We have a history of operating losses that are expected to continue for the foreseeable future, and we are unable to predict the extent of future losses, or whether we will generate significant revenues or achieve or sustain profitability.● ● 2 ▸ We have a limited operating history and expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.● ● 2 ▸ We have never generated revenue from product sales and may never become profitable.● ● 2 ▸ We may be forced to litigate to enforce or defend our intellectual property rights, and/or the intellectual property rights of our licensors.● ● 2 ▸ We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.● ● 2 ▸ We may form or seek strategic partnerships or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.● ● 2 ▸ We may incur substantial product liability or indemnification claims relating to the clinical testing of our product candidates.● ● 2 ▸ We may not be successful in our efforts to use and expand our discovery engine to build a pipeline of product candidates.● ● 2 ▸ We may seek an accelerated approval development pathway for our product candidates.● ● 2 ▸ We need additional financing to execute our operating plan and continue to operate as a going concern.● ● 2 ▸ We rely on other third parties to store and distribute our product candidates for nonclinical studies and clinical trials that we conduct.● ● 2 ▸ We will incur costs and demands upon management as a result of complying with the laws, rules and regulations affecting public companies.● ● 2 ▸ We will need to raise additional financing in the future to fund our operations, which may not be available to us on favorable terms or at all.● ● 2 
