Serina Therapeutics (SER) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 7, 2025, to be held virtually with no in-person attendance.

• Key business includes director elections, auditor ratification, and approval of convertible note and warrants issuance.

• Board recommends voting FOR all proposals on the agenda.

• Proxy materials and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Election of two Class II directors (Steve Ledger and Karen J. Wilson) for terms expiring at the 2028 Annual Meeting.

• Ratification of Frazier & Deeter, LLC as independent auditors for fiscal year ending December 31, 2025.

• Approval sought for issuance of common stock related to Convertible Note and Warrants, potentially exceeding 20% of outstanding shares.

• Shareholders may submit proposals for the 2026 Annual Meeting by December 31, 2025.

Board of directors and corporate governance

• Board divided into three staggered classes; current directors have extensive experience in life sciences, finance, and corporate management.

• Majority of directors are independent per NYSE American standards.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Code of Ethics and Insider Trading Policy are in place and publicly available.

• Board leadership is separated between Chairman and CEO roles.